As filed with the Securities and Exchange Commission on May 11, 2021
Registration No. 333-253806
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARIES I ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
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Cayman Islands
(State or other jurisdiction of
incorporation or organization)
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6770
(Primary Standard Industrial
Classification Code Number)
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98-1578649
(I.R.S. Employer
Identification Number)
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23 Lime Tree Bay, P.O. Box 1569
Grand Cayman, Cayman Islands, KY-1110
(630) 386-5288
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Puglisi & Associates
850 Library Ave., Suite 204
Newark, Delaware 19711
(302) 738-7210
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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David A. Sakowitz
Winston & Strawn LLP
200 Park Avenue
New York, New York 10166
Tel: (212) 294-6700
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Bradley Kruger
Ogier
89 Nexus Way
Camana Bay, Grand Cayman,
Cayman Islands KY1-9009
Tel: (345) 949-9876
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Daniel Forman
Steven Burwell
Proskauer Rose LLP
Eleven Times Square
New York, New York 10036
Tel: (212) 969-3000
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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 Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant(2)
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14,375,000 Units
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$10.00
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$143,750,000
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$15,683.13
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Class A ordinary shares included as part of the units(3)
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14,375,000 Shares
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—
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—
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—(4)
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Redeemable warrants included as part of the units(3)
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7,187,500 Warrants
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—
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—
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—(4)
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Total
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$143,750,000
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$15,683.13 (5)
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(1)
Estimated solely for the purpose of calculating the registration fee.
(2)
Includes 1,875,000 units, consisting of 1,875,000 Class A ordinary shares and 937,500 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(3)
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.
(4)
No fee pursuant to Rule 457(g).
(5)
Registration fee previously paid.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this 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 preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 11, 2021
PRELIMINARY PROSPECTUS
$125,000,000
Aries I Acquisition Corporation
12,500,000 Units
Aries I Acquisition Corporation is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us.
This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering, and will expire five years after the date on which they first become effective or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 1,875,000 additional units to cover over-allotments, if any.
We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we are unable to complete our initial business combination within 12 months (or up to 18 months from the consummation of this offering if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) from the closing of this offering, we will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein.
Our sponsor, Aries Acquisition Partners Ltd., has committed to purchase an aggregate of 4,175,000 private placement warrants (or 4,456,250 private placement warrants if the underwriters’ over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $4,175,000 in the aggregate (or $4,456,250 if the underwriters’ over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering.
Up to 11 qualified institutional buyers or institutional accredited investors, which are not affiliated with any member of our management and which we refer to as the anchor investors, have expressed to us an interest to purchase up to 1,250,000 units each in this offering and we have agreed to direct the underwriters to sell to the anchor investors such number of units. There can be no assurance that the anchor investors will acquire any units in this offering, or as to the amount of such units the anchor investors will retain, if any, prior to or upon the consummation of our initial business combination. For a discussion of certain additional arrangements with our anchor investors, see “Summary—The Offering—Expressions of Interest.”
Our initial shareholders currently own an aggregate of 3,593,750 Class B ordinary shares (up to 468,750 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised), which will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to the adjustments described herein.
Prior to the consummation of this offering, we will enter into a forward purchase agreement with Terra Carta Partners, LLC (“Terra Carta Partners”), which is affiliated with our sponsor, pursuant to which Terra Carta Partners has agreed to purchase up to $50,000,000 of forward purchase shares. Each forward purchase share will consist of one Class A ordinary share, and will be sold at a purchase price of $10.00 per share in a private placement concurrently with the closing of our initial business combination. The obligations of Terra Carta Partners under the forward purchase agreement do not depend on whether any Class A ordinary shares held by public shareholders are redeemed by us and the amount of forward purchase shares sold pursuant to the forward purchase agreement will be subject to Terra Carta Partners’ sole discretion. The forward purchase shares will generally be identical to the Class A ordinary shares included in the units being sold in this offering, except that they will be entitled to certain registration rights, as described herein.
Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units listed on the Nasdaq Stock Market, or Nasdaq, under the symbol “RAMMU” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52nd day following the date of this prospectus unless Wells Fargo Securities, LLC and Kingswood Capital Markets, as representatives of the underwriters, inform us of their decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols “RAM” and “RAMMW,” respectively
We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page
39 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 U.S. 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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125,000,000
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Underwriting discounts and commissions(1)
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$
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0.65
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$
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8,125,000
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Proceeds, before expenses, to us
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$
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9.35
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$
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116,875,000
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(1)
$0.20 per unit, or $2,500,000 in the aggregate (or $2,875,000 if the underwriters’ over-allotment option is exercised in full), is payable upon the closing of this offering. Includes $0.45 per unit, or $5,625,000 in the aggregate (or up to $6,468,750 in the aggregate if the underwriters’ over-allotment option is exercised in full) payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriters only upon the completion of an initial business combination. Up to $2,500,000 (or $2,875,000 if the underwriters’ over-allotment option is exercised in full) of the total amount of the deferred underwriting commissions may be re-allocated among the underwriters or paid to other FINRA members that assist us in identifying or consummating our initial business combination. See also “Underwriting” for a description of compensation and other items of value payable to the underwriters.
Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $126,250,000, or $145,187,500 if the underwriters’ over-allotment option is exercised in full ($10.10 per unit in either case), will be deposited into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee and JP Morgan Chase Bank, N.A. as investment manager, after deducting $2,500,000 in underwriting discounts and commissions payable upon the closing of this offering (or $2,875,000 if the underwriters’ over-allotment option is exercised in full) and an aggregate of $2.3 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering.
The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2021.
Joint Book-running Managers
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Wells Fargo Securities
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Kingswood Capital Markets
division of Benchmark Investments, Inc.
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,2021
TABLE OF CONTENTS
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Page
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1
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13
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35
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36
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37
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39
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57
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61
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64
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73
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85
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86
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91
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120
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132
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136
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138
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161
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172
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179
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180
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181
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F-1
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We are responsible for the information contained in this prospectus. We 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.
TRADEMARKS
This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
MARKET AND INDUSTRY DATA
This prospectus includes certain market and industry data that are based on third-party sources, including publicly available information, industry publications and reports. Third-party industry publications and forecasts generally state that the information contained therein has been obtained from sources generally believed to be reliable. We have not independently verified any third-party information. Industry and market data could be inaccurate because of the method by which sources obtained their data and because information cannot be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. Such data and estimates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause future performance to differ materially from such data and estimates. See “Cautionary Note Regarding Forward-Looking Statements.”
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.
Unless otherwise stated in this prospectus or the context otherwise requires, references to:
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“anchor investors” are to certain qualified institutional buyers or institutional accredited investors, each of which is a member of our sponsor and has expressed to us an interest to purchase up to 1,250,000 units in this offering as further described herein;
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“memorandum and articles of association”are to our memorandum and articles of association to be in effect as of the date of this prospectus;
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“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;
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“Companies Act” refers to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time;
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“directors” are to our current directors and director nominees;
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“forward purchase agreement” are to the agreement providing for the sale of the forward purchase shares to Terra Carta Partners, LLC in a private placement to occur concurrently with the closing of our initial business combination;
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“forward purchase investor” are to Terra Carta Partners, LLC, which will enter into the forward purchase agreement;
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“forward purchase shares” are to Class A ordinary shares to be issued pursuant to the forward purchase agreement;
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“founder shares” are to Class B ordinary shares initially purchased by our sponsor in a private placement prior to this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination as described herein;
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“initial shareholders” are to holders of our founder shares prior to this offering;
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“management” or our “management team”are to our executive officers and directors;
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“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering;
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“public shares” are to Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);
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“public shareholders” are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder’s and member of our management team’s status as a “public shareholder”will only exist with respect to such public shares;
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“sponsor” are to Aries Acquisition Partners, Ltd., a Cayman Islands exempted company; and
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“we,” “us,” “company” or “our company” are to Aries I Acquisition Corporation, a Cayman Islands exempted company.
Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option and the forfeiture of 468,750 founder shares by our initial shareholders for no consideration.
General
We are a newly incorporated blank check company, incorporated as a Cayman Islands exempted company, incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock
purchase, reorganization, or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination with a company in any industry or geography, we intend to focus our search on opportunities in certain highly specialized fields within the technology sector across North America, Europe and Asia.
Overview
The Company plans to take a differentiated approach compared to the recent plethora of special purpose acquisition company (“SPAC”) issuances by focusing its initial business combination search on the following industry segments:
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Aerospace, satellites, and space exploration;
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Quantum computing and chemistry;
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Artificial intelligence (“AI”) and machine learning (“ML”);
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Cybersecurity; and
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Blockchain and digital currencies.
We will not be limited to any particular industry, sector or geographic region in our identification and acquisition of a business combination target. However, we believe that we have created a significant competitive advantage compared to other SPACs that have chosen to pursue potential business combinations with a much wider targeted mandate. With nearly 300 active SPACs as of January 31, 2021 still searching for a business combination, target companies have never had more choices nor do they necessarily know which SPACs to approach. By assembling a management team and board of directors with highly successful operating and investing track records in the industries we seek to pursue, we believe that we will be the preferred SPAC partner for the highest quality assets within our focus areas. In addition, our management team and board of directors have vast experience both investing in and leading various organizations, both public and private, and domestic and international government agencies. This experience base affords us the opportunity to leverage our robust network of contacts to execute our focused strategy across the globe.
We also intend to concentrate our efforts on identifying businesses with enterprise values less than $1.25 billion. We believe that this segment of the market is underserved and has greater valuation arbitrage opportunities and more favorable competitive dynamics compared to many SPACs that are targeting assets with enterprise values greater than $2 billion. In 2020, the average SPAC initial public offering (“IPO”) raised gross proceeds of $336 million. Raising less capital in our IPO will enable us to offer target companies at our preferred valuation range a more compelling transaction structure versus larger SPACs that may be seeking a similar asset. In addition, we can maintain a higher degree of agility and flexibility should we choose to pursue a business with an enterprise value greater than $1.25 billion by leveraging our public stock as additional currency for the merger consideration.
We believe we have the right team, strategy and market opportunity to identify, acquire and manage a “best-in-class” business with the ultimate mandate of delivering an attractive return to all stakeholders.
We believe our ability to complete our initial business combination will be enhanced by the additional security we bring by entering into a forward purchase agreement with the forward purchase investor pursuant to which the forward purchase investor will agree to purchase, in the aggregate and at its sole discretion, up to $50,000,000 of forward purchase shares.
Management and Board
Our team is comprised of highly successful investors and operators who, collectively, have a proven track record of identifying and capitalizing on emerging technological trends. While this positions us well to source and acquire potential targets, we also expect to deliver significant value to the target company’s management team post-acquisition by sharing our unique experiences and network in order to support continued growth and value creation opportunities.
Thane Ritchie, Chairman
Mr. Ritchie has extensive experience in both public and private markets in all phases of company growth including seed capital, growth capital, secondary markets, mergers and acquisitions (“M&A”), trade sales and public exits.
Mr. Ritchie has participated in early stage / venture funding and investing in the pre-IPO stages of companies such as Facebook, Cambridge Quantum Computing, Twitter, eHarmony, Spotify, Pinterest, and StubHub. He also has provided private capital solutions to Fortune 100 companies like Shell Oil and Allstate. Mr. Ritchie has significant experience in vetting companies for potential acquisitions and has developed several innovative funding models. He has over a decade of experience in the SPAC marketplace specifically in private investment in public equity (“PIPE”) transactions, warrants and the de-SPAC process.
Mr. Ritchie has served on multiple private company boards and currently is CEO and sits on the board of Global Investment Capital Corp (TSX: GLIN). Mr. Ritchie attended both Fullerton College and Duke University and graduated with a B.A. from Wheaton College.
Randy Brinkley, Chief Executive Officer and Director Nominee
Mr. Brinkley established Brinkley & Associates Company as a private investment and aerospace consulting firm in August 2004. Mr. Brinkley is also a limited partner and member of the Operational Executive Board for J.F. Lehman Company LLC, a private defense and aerospace equity investment firm. Mr. Brinkley is also a member of the U.S. Space Board of Directors.
Mr. Brinkley was formerly President of Boeing Satellite Systems Inc. (“BSS”), the world’s largest manufacturer of commercial communication satellites. Prior to that, he was the Senior Vice President of Programs for Hughes Space and Communications Company. Mr. Brinkley was the NASA Program Manager for the International Space Station (“ISS”) from 1994 until 1999. At NASA, Mr. Brinkley was responsible for the design, development, test, launching, and on-orbit assembly of the ISS elements as well as the integration of Russia’s participation in the ISS Program. Before his assignment as Program Manager for the ISS, Mr. Brinkley was the Mission Director of the Hubble Space Telescope Repair Mission. From 1990 to 1992, Mr. Brinkley managed research and development activities for Advanced Aircraft systems and technologies at the McDonnell Douglas Aircraft Company.
Mr. Brinkley served in the U.S. Marine Corps for 25 years before retiring as a Colonel. As a company commander, Mr. Brinkley led combat operations in the Republic of Vietnam before entering the U.S. Air Force pilot training program. After being designated a Naval Aviator, Mr. Brinkley was selected as the Navy’s Flight instructor of the Year and later earned the designation of Marine Corps Aviator of the Year in 1976. Mr. Brinkley has flown more than 4,000 hours in 42 types of aircraft, which include the F-18 Hornet, AV-8B Harrier, and the F-4 Phantom. As a Marine Aviator, Mr. Brinkley commanded a F-4 fighter squadron as well as the prestigious Marine Aviation Weapons and Tactics Squadron and later an air group of seven F-18 squadrons. Mr. Brinkley received his B.S. degree from the University of North Carolina and a M.S. degree from Boston University and graduate level studies in strategic defense and international relations at the Naval War College. Mr. Brinkley also graduated the Marine Corps School of Engineering and, as a Marine Corp Aviator, he graduated from the Navy Fighter Weapons School (TOPGUN). He also graduated from the Marine Corp Amphibious Warfare School and NATO Defense College. In addition, Mr. Brinkley also was a Strategic Studies Fellow at the Naval War College.
Mr. Brinkley has received awards for his outstanding achievement in aerospace, including the NASA Distinguished Service Medal and two NASA Outstanding Leadership Medals. Mr. Brinkley was also awarded the 1993 Aviation Week and Space Technology Laurels Award, the National Aviation Association’s Robert J. Collier Trophy in 1993 for his efforts as Mission Director of the Hubble Telescope Repair Mission. He was subsequently inducted into the Smithsonian’s Aviation Hall of Fame for his efforts as Program Manager of NASA’s International Space Station. Mr. Brinkley has also received the Space Achievement Award from the U.S. Space Foundation and the Nelson P. Jackson Aerospace Award from the National Space Club. Mr. Brinkley was also awarded his second Robert J. Collier Trophy as a member of the ISS program team for NASA.
Paul Wolfe, Chief Operating Officer
Mr. Wolfe has deep experience in both public and private markets and in all phases of company growth including seed capital, growth capital, secondary markets, M&A, trade sales, PIPE transactions, warrants, and public exits. As a Principal for over a decade at Ritchie Capital Management, a global multi-strategy alternative investment platform, Mr. Wolfe managed its private equity / venture capital, real estate, energy, and insurance teams. Additionally, Mr. Wolfe is the former COO of Mission Measurement, a leading strategy advisory firm recognized globally for its leadership in the design, measurement, and evaluation of the investments of corporations, foundations, and governments targeting a social impact. Mr. Wolfe also worked at GE Capital, where he served as Deal Manager for several GE investments in telecommunications in Latin America and Europe. Post-transaction service included appointment as Board Director and the Integration Manager (Interim COO) for several GE investments in the region. At Bain & Company, Mr. Wolfe served as a strategy consultant in the U.S. and Brazil. He holds a B.A. from Williams College and a M.B.A. from the University of Chicago Booth School of Business.
Andy Lester, Chief Risk Officer
Mr. Lester has over 40 years of experience building and managing businesses and both training and hiring the individuals within the business units. His background is diverse having started in public accounting, working as an analyst then a manager for Fortune 500 companies before moving to Wall Street.
He, along with his brother, built a 10 person team at Donaldson, Lufkin & Jenrette (“DLJ”) that specialized in providing research coverage to hedge funds, family offices, and managing retail capital for 17 years. After DLJ was sold to Credit Suisse, their team moved to ABN-AMRO where he was Managing Director and Co-Head of Hedge Fund sales and research.
After, he was COO of Sigma Capital, a division of SAC Capital Advisors and later a Portfolio Manager at the firm, responsible for investing in syndicate deals globally. He was COO of Convector Capital and Co-founder of two hedge funds. He was Co-Head Origination & Investments at ShareNett.
He earned a B.S. in Accounting from Brooklyn College, a M.B.A. from the State University of New York at Albany and is a certified public accountant (“CPA”) in New York State.
Josh Lewis, Chief Information Officer
Mr. Lewis has 25 years of experience evaluating, implementing, designing and building software, data analytics, and machine learning systems for leading organizations in several industries around the world, including financial services, health care, oil and gas, natural resources, utilities, government, and construction. As CEO of Level49, a consulting group, he advises investment funds on software, AI, and analytics companies, testifies as an expert witness in technology litigation, and provides technology services. He also teaches graduate students at the Center for Technology Management at Columbia University, where he is a mentor.
Prior to Level49, he was the Chief Technology Officer (“CTO”) at Enstoa, a global technology consulting firm serving the capital projects industry. Responsible for technology strategy, product development and project delivery, he led the firm’s growth from its inception to become a leading technical integrator in its space.
Previously, he led data engineering and analytics at Davidson Kempner Capital Management, an alternative asset management firm, and drove technology initiatives at CIBC World Markets, a global investment bank.
Mr. Lewis received a B.A. in Psychology from UC San Diego, where he did graduate work with pioneering researchers in artificial intelligence building neural network models of language acquisition and processing. He also graduated from the global executive M.B.A. program at Columbia Business School and London Business School.
Nathan Smith, Chief Financial Officer
Mr. Smith brings extensive leadership experience in operations, fund management, financial analysis, and strategic consulting across a number of industries.
Mr. Smith serves as the Managing Director and CFO of 60 Degrees, a provider of strategic financial capital and human resources to alternative investment funds, family offices, and their underlying portfolio companies. 60 Degrees Group has operations in the United States, Cayman Islands, Canada and Malta. Mr. Smith serves on the board of a number of the portfolio companies, both public and private, including those specializing in technology, real estate and financial sectors. Mr. Smith also runs a successful real estate development operation specializing in residential and multi-use sites within the Cayman Islands and midwestern United States.
Prior to 60 Degrees Group, Mr. Smith was the Managing Director of a private fiduciary company providing independent directorships and trustee services to alternative investment funds and portfolio companies. He was also the Senior Vice President of a privately held, full-service bank overseeing analysis and allocation.
Prior to his time at the private bank, Mr. Smith was a manager with PricewaterhouseCoopers, focusing on providing strategic services to alternative investment funds. He also spent four years as an Active Duty Airman in the United States Air Force where he specialized in deploying information technology in forward locations and intrusion detection / penetration testing.
Mr. Smith is involved with several charitable organizations, notably serving on the board of the Cayman Islands chapter of 100 Men Who Give a Damn. Mr. Smith is a licensed CPA in the State of New Jersey, holds the TEP designation from the Society of Trust and Estate Professionals and received an M.B.A. in Finance from Monmouth University.
Ken Rosenblum, General Counsel and Secretary
Mr. Rosenblum has been our General Counsel and Secretary since January 2021. Mr. Rosenblum is a New York City-based corporate and securities attorney with over 25 years of broad experience in mergers and acquisitions, debt and equity capital markets, senior lending, venture capital, private equity, private investment funds and SEC regulatory and compliance matters. Mr. Rosenblum currently advises a family office on their venture capital and private equity investments. Previously, he served as the General Counsel of Ritchie Capital Management, a global multi-strategy alternative investment platform, and was a partner at Sonnenschein in New York City, where he advised public and private companies and completed transactions in numerous industries including media, telecom, technology, energy, healthcare and insurance. Mr. Rosenblum began his legal career as a corporate lawyer at the New York and London offices of Weil Gotshal & Manges LLP and Fried, Frank, Harris, Shriver & Jacobson LLP. He has also worked in Silicon Valley representing tech and biotech start-up companies.
Mr. Rosenblum is licensed to practice law in the State of New York. Mr. Rosenblum received a B.A. from Lehigh University and a J.D. from Fordham University School of Law. He is an active supporter of several local institutions and organizations, including The Horace Mann School.
The following Director nominees will join the board upon closing of this offering.
Petros Kitsos, Director Nominee
Mr. Kitsos is currently the Managing Principal of TBL Strategy, a strategic advisory firm, and Co-Founder and Principal of The KT Family Trust, a private investment trust. Mr. Kitsos is widely acknowledged as one of the pre-eminent strategy and merger experts in the aerospace, alternative energy, and diversified industrial sectors and his advisory and transactional involvement has contributed to the significant and successful growth of a variety of companies in those sectors in the past thirty years.
Mr. Kitsos enjoyed a distinguished 16-year career in investment banking with Citigroup, Salomon Smith Barney, and Salomon Brothers where, among other responsibilities, he served as Head of the Global Defense & Aerospace Group, Head of Western Region Mergers & Acquisitions, and Co-Head of the Los Angeles office.
The KT Family Trust is a private investment entity that undertakes minority investments in businesses focused on industrial manufacturing and energy independence. TBL Strategy provides strategic advisory services to C-level executives across a broad array of industries since its establishment 13 years ago.
Mr. Kitsos presently serves as Independent Director of Sonnedix Power Holdings Ltd. and NGFCU, a federally chartered credit union. In addition, Mr. Kitsos served as Alumni Trustee of Hamilton College from 2004 to 2008 and as Alumnus Trustee of Anatolia High School from 1999 to 2003. He also served from 2006 until 2011 as Director and chair of the Compensation Committee of a public company in which the Trust was a significant investor. He has also served on the Boards of multiple private companies in which the Trust or an affiliate was, or continues to be, an investor.
Mr. Kitsos’ involvement in the space access and exploration industry spans more than twenty-five years with projects and investments in the following companies and / or transactions: Galaxy Latin America, Kistler Aerospace, Hughes Aircraft Company, Boeing / Hughes Space, DirecTV, Rocketplane, Resource21, ULA, GenCorp / Aerojet / ARC, Spacehab/Astrotech, Northrop Grumman / TRW, ATK / Thiokol / Orbital Sciences, Scaled Composites, PR Spaceport, Jacobs, URS/EG&G, Wyle Labs and Aerojet Rocketdyne, as well as several emerging space exploration companies under NDAs.
Mr. Kitsos is a Phi Beta Kappa graduate of Hamilton College (1988), and holds an M.B.A. with honors from Harvard Business School (1992). He also attended St. Antony’s College, Oxford.
Dan Tapiero, Director Nominee
Mr. Tapiero is currently the CEO and Managing Partner of 10T Holdings, a fund that he is launching that will own private equity of mid-to late-stage companies operating in the digital asset ecosystem.
He is also the Managing Partner of DTAP Capital Advisors, a global macro investment fund he launched in 2004 that currently holds his personal investments.
He is the Co-Founder and current board member of Gold Bullion International (“GBI”) (2009), an institutional-grade physical precious metals platform that is integrated with the world’s top wealth managers, custodians, and e-commerce companies. The company has grown to become a large vaulter of gold outside of the banking system. The firm also expanded into the cryptocurrency universe in 2014.
Mr. Tapiero was also a co-founder (in 2006) along with Stan Druckenmiller and Goldman Sachs of the Agricultural Company of America (“AGCoA”), one of the largest private farmland REITs in the United States. In his 28-year career, Mr. Tapiero has worked as a Global Macro Portfolio Manager and Analyst with a number of well-known investors, such as Stan Druckenmiller (Duquesne Capital), Michael Steinhardt (Steinhardt Capital), Julian Robertson (Tiger Management), Steve Cohen (SAC Capital), and Lord Rothschild (RIT Capital).
Mr. Tapiero graduated Phi Beta Kappa from Brown University, where he also earned his master’s degree in European History. He has been on the board of trustees of the Lawrenceville School for the past 11 years and currently chairs the investment committee.
Ray Conley, Director Nominee
Mr. Conley is the CEO of Benetic Inc., a financial services technology company serving the retirement market. Over the past 25 years, Mr. Conley has led technology companies across multiple industry sectors including financial services, enterprise software, and aerospace. Previously, Mr. Conley led a specialty finance firm, Finance Technology Leverage LLC and Creekstone Capital Management, a registered investment advisor. Prior to Creekstone, Mr. Conley was a fund manager at Palo Alto Investors and a private equity and venture capital partner at Oak Hill Capital.
He has led over two dozen venture capital and leveraged buyout investments creating over $6 billion in market value, including Financial Engines (NASDAQ: FNGN), Telephia (NASDAQ: NLSN), and Limelight Networks (NASDAQ: LLNW). Mr. Conley began his career as a satellite propulsion engineer at Hughes Aircraft Company and later joined McKinsey & Company.
Mr. Conley currently serves on the board of directors of Reciprocity, Inc., the leading software provider of governance, risk, and compliance for information security. Ray received his B.S. and M.S. in Aerospace Engineering with a concentration in Economics from Massachusetts Institute of Technology. He is the inventor of the air-breathing ion rocket engine and has published research on the cause of aortic aneurysms.
Ray is a member of the Honorable Order of Kentucky Colonels and is a holder of the right to use the Chartered Financial Analyst designation.
Dr. Mark Mykityshyn, Director Nominee
Dr. Mykityshyn is the CEO and Managing Partner of Endeavor Technology Group, LLC, a private investment firm that provides flexible capital solutions and strategic support for middle-market, technology-centric businesses in the aerospace, defense, and cybersecurity sectors.
Dr. Mykityshyn possesses a unique background derived from his experience and demonstrated performance over the past 30 years in building and leading diverse teams in the military, academia, and business. Prior to Endeavor, he co-founded and managed three companies, including two investment firms. At the nexus of his experience base is an expansive understanding of technology and the unique ability to make substantive intellectual contributions while applying that knowledge to investment finance. His knowledge of aerospace-related network architectures and complex dynamic systems led to investment focus areas as a two-time fund manager that included cybersecurity, sensor / data analytics, command and control technologies, and intelligence, surveillance, reconnaissance-related technologies. He also worked with NASA on the design of a multifunction electronic display system that was implemented into the Space Shuttle fleet.
In his various roles, he has served as Managing Partner, CEO, Chairman, Co-Chairman, and Executive Chairman, developing and executing strategies to help orchestrate substantive exits for multiple companies. Among others, he: co-founded Backwire, Inc., that sold to Leap Wireless International (NASDAQ: LWIN); co-wrote the business plan for the company that became WebMD (NASDAQ: WBMD); was on the pre-finance team and investor #4 in Endeca Technologies, Inc., a $1 billion+ sale to Oracle Corporation (NASDAQ: ORCL); helped lead the growth of DataPath, Inc. as Co-Chairman to over 500 employees and a $300 million revenue run rate within 20 months, resulting in the institutional IPO of the company.
Dr. Mykityshyn served in the military as a Marine Corps officer and Naval Aviator. His civilian participation in national security affairs includes serving as the Chairman of the U.S. Army War College Board of Visitors, and as a member of or advisor to the Naval Research Advisory Committee, the Defense Science Board, the Air Force Scientific Advisory Board, and NASA’s Advisory Council. He is currently a Senior Fellow in the Center for Business and Public Policy at Georgetown University. He is also a member of The George Washington University’s Research Advisory Board, and a member of the National Advisory Council for its School of Engineering and Applied Sciences.
A graduate of the U.S. Naval Academy, he earned his Doctorate in Systems Engineering, minor in Aerospace Engineering, from the Georgia Institute of Technology. He also earned a Master’s degree from the Science, Technology & Public Policy Program at Harvard’s Kennedy School of Government, and the degrees of Engineer of and Master of Science in Aeronautics and Astronautics from the Massachusetts Institute of Technology.
Dan Webb, Director Nominee
Dan Webb is a trial attorney and co-executive chairman of Winston & Strawn LLP. Prior to joining the firm in 1985, Mr. Webb served as the U.S. Attorney for the Northern District of Illinois. His practice concentrates in the areas of major commercial, civil, regulatory and white-collar criminal cases. Mr. Webb has been appointed by courts to act as a Special Prosecutor or in a similar capacity on five occasions. Mr. Webb has received numerous awards and recognitions, including BTI Client Service All-Star in 2017, and he was a 2010 recipient of the Inns of Court Professionalism Award. Mr. Webb is a Fellow of the American College of Trial Lawyers and the International Academy of Trial Lawyers. Mr. Webb previously served on the board of directors from Equal Justice Works from 2011 to 2017 and in 2008 he chaired the Chicago Bar Association’s Campaign for Justice. Mr. Webb is also on the board of directors of The Shirley Ryan Rehabilitation Institute since 2018. Mr. Webb earned his JD from Loyola University, Chicago.
Our Forward Purchase Agreement
We believe our ability to complete our initial business combination will be enhanced by the additional security we bring by entering into a forward purchase agreement with the forward purchase investor pursuant
to which the forward purchase investor will agree to purchase, in the aggregate, up to $50,000,000 of forward purchase shares. Each forward purchase share will consist of one Class A ordinary share and will be sold at a purchase price of $10.00 per share, in a private placement concurrently with the closing of our initial business combination. The amount of forward purchase shares sold pursuant to the forward purchase agreement will be subject to the forward purchase investor’s sole discretion.
The forward purchase shares will generally be identical to the Class A ordinary shares included in the units being sold in this offering, except that they will be entitled to certain registration rights, as described herein.
We believe our committed capital ensures alignment with shareholders and will make us more attractive to a potential business combination target.
Business Strategy
We have assembled a highly specialized team of managers, operators, investors and advisors with deep public and private company experience in our sector focus areas which, we believe, uniquely positions us to attract the highest quality assets in those market sectors. Our business strategy entails the identification and completion of an initial business combination with a company that stands to benefit substantially from the managerial and operational experience, past successes, vast network and global reach of our management team and board of directors.
Our Chairman and founder, Thane Ritchie, is a renowned financial industry veteran and “serial entrepreneur” with broad experience as a founder, investor and operator of companies of all sizes. As both an investor and operator, Mr. Ritchie possesses a vast network of relationships that provides him access to “first look” opportunities in both the public and private markets. Mr. Ritchie also has significant experience in vetting companies for potential M&A opportunities. He has developed several innovative funding models and has more than a decade of experience in the SPAC marketplace with a specific focus in PIPE transactions and the de-SPAC process.
Our strategy revolves around seeking targets in the following sectors:
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Aerospace, satellites and space exploration;
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Quantum computing and chemistry;
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Artificial intelligence and machine learning;
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Cybersecurity; and
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Blockchain and digital currencies.
The global space economy is projected to grow from ~$360 billion today to more than $1 trillion by 2040 as the industry expands to meet growing demand from customers looking for internet bandwidth, national security, research, hypersonic point-to-point transport, and deep space exploration solutions. The global quantum cryptography industry is projected to grow from ~$0.4 billion in 2020 to ~$16 billion by 2030, representing a ~45% compounded annual growth rate (“CAGR”) driven by rising demand for information security and quantum supremacy. In the near term, the global machine learning market is projected to grow from ~$5.2 billion in 2021 to ~$13.9 billion by 2024, representing a CAGR of ~28% as enterprise investments in upgrading IT infrastructure and an increasing adoption of advanced technologies occur at an accelerated pace. Furthermore, the global cybersecurity market is projected to grow from $173 billion in 2020 to $270 billion by 2026, representing a CAGR of ~8% as work from home environment security concerns lead to additional cybersecurity spending on solutions including end-point security, firewalls, virtual private networks, and multi-factor authentication. The global blockchain technology market is projected to grow from ~$2.5 billion in 2020 to ~$10.7 billion by 2024, representing a CAGR of ~44% as increased adoption from consumers in the banking, financial services, insurance, government and healthcare sectors occurs.
These industries tend to be highly technical in nature and require certain levels of sophisticated knowledge in order to effectuate meaningful value creation strategies. In addition, the underlying technologies powering these sectors have experienced rapid and disruptive development that are unlocking next generation applications and use cases that will drive strong demand for these solutions over the next
decade and beyond. Our management team and board of directors are uniquely qualified to understand these trends and will be able to identify and add value to those assets that stand the best chance to generate attractive returns to our shareholders.
We also intend to concentrate our efforts on identifying businesses with enterprise values of less than $1.25 billion and may be located outside of the U.S. We believe this segment of the market has greater sourcing inefficiencies as companies of this scale and geographic “footprint” tend to be overlooked. Our core competencies and international Rolodex will allow us to identify opportunities earlier, move faster, and catalyze more accretive value creation strategies versus our competition. In addition to potential business combinations we may identify on our own, we also anticipate that our focused mandate and pedigreed team will generate inbound leads from various sources outside of our network, including investment market participants, private equity and venture capital groups, investment banking firms, consultants, and large business enterprises seeking to divest non-core assets or divisions.
The Company team possesses the following characteristics necessary to execute on our business strategy:
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Extensive leadership experience: Our management team and board of directors have held leadership positions at and invested in some of the world’s most cutting edge and forward thinking public and private companies in our core focus areas.
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Access to proprietary deal flow: As both lead investors and operators with deep relationships across the globe, we have consistent access to unique opportunities before they become more widely available to others.
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Deep-pocketed network: Our network includes asset managers who collectively manage billions of dollars, allowing us to support fully the strategies we wish to implement and provide target companies with deal certainty.
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Focus on aligning interests: We have a deep commitment to providing win-win scenarios for all stakeholders and will focus on generating attractive outcomes for our investors as well as the target company’s shareholders, employees and customers.
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Extensive investing and M&A experience: Our team has completed numerous investments and transactions with companies through their lifecycle, including seed and growth equity rounds, IPOs, integrating acquisitions and several SPAC and de-SPAC transactions.
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Track record of value creation: We have a long history of generating substantial risk-adjusted returns for our shareholders across public and private markets and through many business cycles over the last several decades.
Business Combination 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 initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more companies that we believe:
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can be significant leaders in aerospace, satellites, and space exploration, quantum computing and chemistry, artificial intelligence and machine learning, cybersecurity, or blockchain and digital currencies;
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are technology first companies with strong portfolios of intellectual property, trade secrets and know-how;
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have strong, experienced and well-rounded management teams already in place;
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operate in large total addressable markets with compelling secular industry growth drivers;
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have a compelling financial profile with strong organic revenue growth and profitable underlying unit economics;
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have significant organic and inorganic growth opportunities that can be accelerated by going public;
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possess sustainable competitive advantages and defensible market positions with strong barriers to entry;
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have an initial enterprise value of less than $1.25 billion;
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maintain operations in North America, Europe or Asia; and
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will offer an attractive risk-adjusted rate of return for our stockholders.
We also anticipate offering the following benefits to our business combination partner:
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Partnership with our management team and board of directors who have extensive and proven experiences in leading, operating and investing in world-class companies in our focus areas;
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Access to our vast network of contacts and relationships across the globe to accelerate growth initiatives;
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Access to deep-pocketed, fundamental investors who can provide confidence with respect to deal closure and long-term support of implementing management’s strategy;
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Increased market presence and a raised company profile to improve credibility with customers, suppliers, employees, and investors by virtue of going public;
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De-risk existing shareholders while maintaining upside through equity rollover and creative transaction structuring;
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A listed public currency for future acquisitions and quick access to the capital markets to support organic growth opportunities;
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Ability to motivate and retain key employees with a more liquid stock-based compensation program; and
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Ability for the existing management team to retain control and accelerate their long-term vision.
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 will also utilize our operational and capital planning experience.
The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.
We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event that we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view.
Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.
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 Cayman Islands law. Our memorandum and articles of association 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 the company and it is an opportunity that we are able to complete on a reasonable basis. However, we do not believe that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.
In addition, our sponsor and our officers and directors may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, the members of our management team have agreed not to participate in the formation of, or become an officer or director of, any other special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination, as described in more detail in this prospectus) after the closing of this offering. We do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.
Initial Business Combination
Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects.
We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the 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 shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is
owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the 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 date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
Corporate Information
We are 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 (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 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt 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 ordinary shares held by non-affiliates exceeds $250 million as of the end of that fiscal year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that fiscal 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.
Our executive offices are located at 23 Lime Tree Bay, P.O. Box 1569, Grand Cayman, Cayman Islands, KY-1110 and our phone number is (345) 926-4915. Upon completion of this offering, our corporate website address will be www.ariescorp.io. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus forms. You should not rely on any such information in making your decision whether to invest in our securities.
THE OFFERING
In making your decision on whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled “Risk Factors” in this prospectus.
12,500,000 units, at $10.00 per unit, each unit consisting of:
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one Class A ordinary share; and
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one-half of one redeemable warrant.
Units: “RAMMU”
Class A ordinary shares: “RAM”
Warrants: “RAMMW”
Trading commencement and separation of Class A ordinary shares and warrants
The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Wells Fargo Securities, LLC and Kingswood Capital Markets inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. 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.
Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination.
Separate trading of the Class A ordinary shares and warrants is prohibited until we have filed a Current Report on Form 8-K
In no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. 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.
Units:
Number outstanding before this
offering
0
Number outstanding after this
offering
12,500,000
Ordinary shares:
Number outstanding before this
offering
3,593,750(2)(3)
Number outstanding after this offering
15,625,000(1)(3)(4)
Warrants:
Number of private placement warrants to be sold in a private placement simultaneously with this offering
4,175,000(1)
Number of warrants to be outstanding after this offering and the private placement
10,425,000(1)
Each whole warrant offered in this offering is exercisable to purchase one Class A ordinary share. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. We structured each unit to contain one-half of one warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar special purpose acquisition companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as 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.
$11.50 per share, subject to adjustments as described herein. In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior
(1)
Assumes no exercise of the underwriters’ over-allotment option and the forfeiture of 468,750 founder shares by our initial shareholders for no consideration.
(2)
Consists solely of founder shares and includes up to 468,750 founder shares that will be forfeited by our initial shareholders depending on the extent to which the underwriters’ over-allotment option is exercised.
(3)
Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described below adjacent to the caption “Founder shares conversion and anti-dilution rights.”
(4)
Includes 12,500,000 public shares and 3,125,000 founder shares.
to such issuance) (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day after 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, the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
The warrants will become exercisable on the later of:
•
30 days after the completion of our initial business combination, and
•
12 months from the closing of this offering;
provided in each case that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). 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.
We are not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and
during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
The warrants will expire at 5:00 p.m., New York City time, five years after the date on which they first become exercisable or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account.
Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00
Once the warrants become exercisable, we may redeem the outstanding warrants for cash:
•
in whole and not in part;
•
at a price of $0.01 per warrant;
•
upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the “30-day redemption period”; and
•
if, and only if, the last reported sale price (the “closing price”) of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.
We will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. 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.
The “fair market value” of our Class A ordinary shares shall mean the volume-weighted average price of our Class A ordinary shares during the 10 trading days ending on the third trading day immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).
Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00
Once the warrants become exercisable, we may redeem the outstanding warrants:
•
in whole and not in part;
•
at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities—Warrants—Public Shareholders’ Warrants” based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below) except as otherwise described in “Description of Securities—Warrants—Public Shareholders’ Warrants”;
•
if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and
•
if the closing price of our Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.
The “fair market value” of our Class A ordinary shares shall mean the volume-weighted average price of our Class A ordinary shares during the 10 trading days ending on the third trading day immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption
feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).
No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. Please see the section entitled “Description of Securities—Warrants—Public Shareholders’ Warrants” for additional information.
Pursuant to the warrant agreement, references above to Class A ordinary shares shall include a security other than Class A ordinary shares into which the Class A ordinary shares has been converted or exchanged for in the event we are not the surviving company in our initial business combination.
Forward purchase agreement
Prior to the consummation of this offering, we will enter into a forward purchase agreement with the forward purchase investor pursuant to which the forward purchase investor will agree to purchase up to $50,000,000 of forward purchase shares. Each forward purchase share will consist of one Class A ordinary share, and will be sold at a purchase price of $10.00 per share in a private placement concurrently with the closing of our initial business combination. The obligations of the forward purchase investor under the forward purchase agreement do not depend on whether any Class A ordinary shares held by public shareholders are redeemed by us and the amount of forward purchase shares sold pursuant to the forward purchase agreement will be subject to the forward purchase investor’s sole discretion.
The proceeds from the sale of the forward purchase shares may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination or for working capital in the post-transaction company.
The forward purchase shares will generally be identical to the Class A ordinary shares included in the units being sold in this offering, except that they will be entitled to certain registration rights, as described herein.
We have agreed to provide the holders of forward purchase shares with certain registration rights. Please see “Description of Securities – Registration Rights.”
On January 20, 2021, our sponsor paid $25,000 to purchase 5,031,250 founder shares, or approximately $0.005 per share. In April 2021, our sponsor forfeited for no consideration 1,437,500 shares. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was
determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 14,375,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 468,750 of the founder shares will be forfeited depending on the extent to which the underwriters’ over-allotment option is not exercised. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of founder shares by our initial shareholders, on an as-converted basis, at 20.0% of our issued and outstanding ordinary shares upon the consummation of this offering.
The founder shares are identical to the Class A ordinary shares included in the units being sold in this offering, except that:
•
Only holders of the founder shares have the right to vote on the appointment of directors prior to our initial business combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason;
•
the founder shares are subject to certain transfer restrictions, as described in more detail below;
•
the founder shares are entitled to registration rights;
•
our initial shareholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to (i)waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination, (ii)waive their redemption rights with respect to any founder shares and public shares they hold in connection with a shareholder vote to approve an amendment to our memorandum and articles of association to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity and (iii)waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a
result of an amendment to our memorandum and articles of association (an “Extension Period”) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame). If we submit our initial business combination to our public shareholders for a vote, our initial shareholders have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 4,687,501, or 37.5%, of the 12,500,000 public shares sold in this offering (or 5,390,625, or 37.5%, of the 14,375,000 public shares sold in this offering if the underwriters’ over-allotment option in exercised in full) to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised); and
•
the founder shares are automatically convertible into our Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption “Founder shares conversion and anti-dilution rights.”
Transfer restrictions on founder
shares
Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under “Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants”. Any permitted transferees will be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares 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 our initial business combination, the founder shares will be released from the lock-up.
Founder shares conversion and anti-dilution rights
The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends,
reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis.
Appointment of Directors; Voting
Rights
Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our memorandum and articles of association may only be amended by approval of a majority of at least 90% of our Class B ordinary shares voting in an annual meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote.
Private placement warrants
Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 4,175,000 private placement warrants (or 4,456,250 warrants if the underwriters’ over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $4,175,000 in the aggregate (or $4,456,250 if the underwriters’ over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $126,250,000 (or $145,187,500 if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 12 months (or up to 18 months if
we extend the period of time to consummate a business combination) from the closing of this offering or during any Extension Period, the private placement warrants will expire worthless. The private placement warrants will be non- redeemable (except as described under “Description of Securities—Warrants—Public Shareholders’ Warrants—Redemption of warrants for Class A ordinary shares”) and exercisable on a cashless basis so long as they are held by their initial purchasers or their permitted transferees (except as described below under “Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants”). If the private placement warrants are held by holders other than their initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering.
Transfer restrictions on private placement warrants
The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, except as described herein under “Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants”.
Up to 11 qualified institutional buyers or institutional accredited investors, which are not affiliated with any member of our management and which we refer to as the anchor investors, have expressed to us an interest to purchase up to 1,250,000 units each in this offering and we have agreed to direct the underwriters to sell to the anchor investors such number of units. Further, each of the anchor investors will enter into a separate agreement with our sponsor pursuant to which each such investor will agree to purchase up to 50,000 shares in the Sponsor representing an indirect beneficial interest in up to 50,000 founder shares. Each anchor investor has agreed that if such anchor investor does not purchase at least 9.9% of the units in this offering, it will forfeit the shares in our Sponsor.
The anchor investors are not required to (i) other than as described above, hold any units, Class A ordinary shares or warrants they may purchase in this offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination.
There can be no assurance that the anchor investors will acquire any units in this offering, or as to the amount of such units the anchor investors will retain, if any, prior to or upon the consummation of our initial business combination. In the event that the anchor investors purchase such units (either in this offering or after) and vote in favor of our initial business combination, a smaller portion of affirmative votes from other public shareholders would be required to approve our initial business combination.
Proceeds to be held in trust account
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. Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $126,250,000, or $145,187,500 if the underwriters’ over-allotment option is exercised in full ($10.10 per unit in either case), will be deposited into a segregated trust account located in the United States at JP Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee and JP Morgan Chase Bank, N.A. as investment manager, after deducting $2,500,000 in underwriting discounts and commissions payable upon the closing of this offering (or $2,875,000 if the underwriters’ over-allotment option is exercised in full) and an aggregate of $2.3 million to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. The proceeds to be placed in the trust account include $5,625,000 (or up to $6,468,750 if the underwriters’ over-allotment option is exercised in full) in deferred underwriting commissions. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, the proceeds from this offering and the sale of the private placement warrants will not be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to amend our memorandum and articles of association to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.
Ability to extend time to complete business combination
If we anticipate that we may not be able to consummate our initial business combination within 12 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 18 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. 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 for the time available for us to consummate our initial business combination to be extended, our sponsor, upon five days’ advance notice
prior to the applicable deadline, must deposit into the trust account $937,500, or $1,250,000 if the underwriters’ over-allotment option is exercised in full ($0.10 per share in either case), on or prior to the date of the applicable deadline, for each of the available three month extensions providing a total possible business combination period of 18 months at a total payment value of $1,875,000, or $2,500,000 if the underwriters’ over-allotment option is exercised in full. Any such payments would be made in the form of non-interest bearing loans. If we complete our initial business combination, we will, at the option of our sponsor, repay such loaned amounts out of the proceeds of the trust account released to us or convert a portion or all of the total loan amount into warrants at a price of $1.00 per warrant, which warrants will be identical to the private placement warrants. If we do not complete a business combination, we will only repay such loans from funds held outside of the trust account. Our sponsor is not obligated to fund the trust account to extend the time for us to complete our initial business combination. Our public shareholders will not be entitled to vote or redeem their shares in connection with any such extension. As a result, we may conduct such an extension even though a majority of our public shareholders do not support such an extension and will not be able to redeem their shares in connection therewith.
Anticipated expenses and funding sources
Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest to pay our taxes and/or to redeem our public shares in connection with an amendment to our memorandum and articles of association, as described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 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. We estimate the interest earned on the trust account will be approximately $126,250 per year, assuming an interest rate of 0.1% per year; however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from such interest withdrawn from the trust account and:
•
the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which initially will be approximately $1,300,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering; and
•
any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private
placement warrants, at a price of $1.00 per warrant, at the option of the lender.
Conditions to completing our initial business combination
Nasdaq rules require that we must consummate an initial business combination 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 (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. We will complete our initial business combination only if the post-transaction company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to 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 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 or shares of a target. In this case, 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 shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above, provided that in the event that the 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 and we will treat the target businesses together as our initial business combination for purposes of a seeking shareholder approval or conducting a tender offer, as applicable.
Permitted purchases of public shares and public warrants by our affiliates
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants 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 our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of Nasdaq. Any such price per share 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. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material non-public information), our initial shareholders, directors, officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. 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. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See “Proposed Business—Permitted Purchases of Our Securities” for a description of how our sponsor, initial shareholders, directors, officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction. The purpose of any such purchases of shares could 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, (ii) 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 or (iii) reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial
business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares or warrants 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.
Redemption rights for public shareholders upon completion of our initial business combination
We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.10 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial shareholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares they hold and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination.
Manner of conducting redemptions
We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct 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 require us to seek shareholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding Class A ordinary shares or seek to amend our memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq we will be required to comply with Nasdaq’s shareholder approval rules.
The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by special resolution being (i) the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or (ii) a unanimous written resolution of the shareholders.
If we provide our public shareholders with the opportunity to redeem their public shares in connection with a shareholder meeting, we will:
•
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation14A under the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
•
file proxy materials with the SEC.
If we seek shareholder approval, we will complete our initial business combination only if a majority of the outstanding shares of ordinary shares voted are voted in favor of the initial 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. Our initial shareholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of ordinary shares voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial shareholders’ founder shares, we would need only 4,687,501, or 37.5%, of the 12,500,000 public shares sold in this offering (or 5,390,625, or 37.5%, of the 14,375,000 public shares sold in this offering if the underwriters’ over-allotment option in exercised in full) to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a shareholder on the record date for the shareholder meeting held to approve the proposed transaction.
If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:
•
conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, which regulate issuer tender offers, and
•
file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A under the Exchange Act, which regulates the solicitation of proxies.
In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.
Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.
We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the date on which the vote on the proposal to approve the initial business combination is to be held. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in
additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target business, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares.
Our memorandum and articles of association 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. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i)cash consideration to be paid to the target or its owners, (ii)cash for working capital or other general corporate purposes or (iii)the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.
Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold a shareholder vote
Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability
to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination.
Release of funds in trust account on closing of our initial business combination
On the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to any public shareholders who exercise their redemption rights as described above under “Redemption rights for public shareholders upon completion of our initial business combination,” to pay the underwriters their deferred underwriting commissions, 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. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration and expenses in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post- transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.
Redemption of public shares and distribution and liquidation if no initial business combination
Our memorandum and articles of association will provide that we will have only 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 12-month (or up to 18 months if we extend the period of time to consummate a business combination) period or during any Extension 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 funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (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 our remaining shareholders and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 12-month (or up to 18 months if we extend the period of time to consummate a business combination) time period.
Our initial shareholders have entered into agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our memorandum and articles of association. However, if our initial shareholders or management team 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 complete our initial business combination within the allotted 12-month (or up to 18 months if we extend the period of time to consummate a business combination) time frame.
The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering or during any Extension Period and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.
Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our memorandum and articles of association 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 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary 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 us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described above under “Limitations on redemptions.” For example, our board of directors may
propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation14A under the Exchange Act seeking shareholder approval of such proposal, and in connection therewith, provide our public shareholders with the redemption rights described above upon shareholder approval of such amendment.
Limited payments to insiders
There will be no finder’s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from funds held outside the trust account.
•
Repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
•
Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and
•
Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.
We will establish and maintain an audit committee, which will be composed entirely of independent directors as and when required by Nasdaq rules and Rule 10A-3 under the Exchange Act, to, among other things, review on a quarterly basis all payments that were made to our sponsor, officers or directors, our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled “Management—Committees of the Board of Directors—Audit Committee.”
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 entity. Our memorandum and articles of association 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 the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. 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. For more information, see the section entitled “Management—Conflicts of Interest.”
RISKS
We are a blank check company that has conducted no operations and has generated no revenues to date. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see “Proposed Business—Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.” You should carefully consider these and the other risks set forth in the section entitled “Risk Factors” in this prospectus.
SUMMARY FINANCIAL DATA
The following table summarizes the relevant financial data for our business as of January 26, 2021 on an actual basis and as adjusted to give effect to the sale of the units in this offering, the sale of the private placement warrants and the other transactions described below as if they had occurred on that date. The summary financial data should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented.
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January 26, 2021
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Actual
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As Adjusted
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Balance Sheet Data:
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|
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|
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Working capital (deficiency)(1)
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$
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(134,810)
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$
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121,944,931
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Total assets(2)
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|
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$
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154,741
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|
|
|
|
$
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127,569,931
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Total liabilities(3)
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|
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$
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134,810
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|
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$
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15,195,250
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Value of Class A ordinary shares subject to possible redemption(4)
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|
|
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$
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—
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|
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$
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107,374,680
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Shareholder’s equity(5)
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|
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$
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19,931
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$
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5,000,001
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(1)
The “as adjusted” calculation includes $126,250,000 cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $1,300,000 in cash held outside the trust account, plus $19,931 of actual shareholder’s equity as of January 26, 2021, less $5,625,000 of deferred underwriting commissions.
(2)
The “as adjusted” calculation equals $126,250,000 cash held in trust from the proceeds of this offering and the sale of the private placement warrants, plus $1,300,000 in cash held outside the trust account plus $19,931 of actual shareholder’s equity as of January 26, 2021.
(3)
The “as adjusted” calculation includes $5,625,000 of deferred underwriting commissions plus $9,570,250 of warrant liabilities, assuming the over-allotment option is not exercised.
(4)
The “as adjusted” calculation equals the “as adjusted” total assets, less the “as adjusted” total liabilities, less the “as adjusted” shareholder’s equity, which is set to approximate the minimum net tangible assets threshold of at least $5,000,001.
(5)
Excludes 10,631,156 public shares which are subject to redemption in connection with our initial business combination. The “as adjusted” calculation equals the “as adjusted” total assets, less the “as adjusted” total liabilities, less the value of Class A ordinary shares that may be redeemed in connection with our initial business combination (initially $10.10 per share). The actual number of public shares that may be redeemed may exceed this amount as long as we satisfy the $5,000,001 minimum net tangible asset threshold.
The “as adjusted” information gives effect to the sale of the units in this offering, the sale of the private placement warrants, repayment of up to an aggregate of $300,000 in loans made to us by our sponsor and the payment of the estimated expenses of this offering and assumes no exercise of the underwriters’ over-allotment option. The “as adjusted” total assets amount includes the $126,250,000 held in the trust account for the benefit of our public shareholders, which amount, less deferred underwriting commissions, will be available to us only upon the completion of our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering. The “as adjusted” working capital and “as adjusted” total assets include $5,625,000 being held in the trust account representing deferred underwriting commissions. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts and commissions.
If no business combination is completed within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering, the proceeds then on deposit in the trust account interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses) will be used to fund the redemption of our public shares. Our sponsor, initial shareholders, officers and directors have entered into letter agreements with us pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within such time period.
RISKS
Summary of Risk Factors
An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to:
•
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.
•
Our public shareholders 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 shareholders do not support such a combination.
•
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.
•
If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
•
The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
•
The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
•
The requirement that we complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
•
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 recent coronavirus (COVID-19) outbreak and other events and the status of debt and equity markets.
•
If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may elect to purchase shares or warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our securities.
•
If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such 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.
•
Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
•
You will not be entitled to protections normally afforded to investors of many other blank check companies.
•
Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.10 per share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless.
•
If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the 12 months (or up to 18 months if we extend the period of time to consummate a business combination) following the closing of this offering, it could limit the amount of cash available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.
•
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.
•
Unlike some other similarly structured special purpose acquisition companies, our initial shareholders will receive additional Class A ordinary shares if we issue certain shares to consummate an initial business combination.
•
We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders or warrant holders.
RISK FACTORS
An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
Risks Relating to our Search for, and Consummation of or Inability to Consummate,
a Business Combination
Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
We may choose not to hold a shareholder vote to approve our initial business combination if the business combination would not require shareholder approval under applicable law or stock exchange listing requirement. Except for as required by applicable law or stock exchange requirement, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of our founder shares will participate in the vote on such approval. Accordingly, we may complete our initial business combination even if a majority of our public shareholders do not approve of the business combination we complete. Please see the section entitled “Proposed Business—Shareholders May Not Have the Ability to Approve Our Initial Business Combination” for additional information.
Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder vote. Accordingly, your only opportunity to affect the investment decision regarding our initial business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination.
If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
Our initial shareholders will own 20% of our outstanding ordinary shares immediately following the completion of this offering. Our initial shareholders and management team also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our memorandum and articles of association will provide that, if we seek shareholder approval of an initial business combination, such initial business combination will be approved if we receive the affirmative vote of a majority of the shares voted at such meeting, including the founder shares. As a result, in addition to our initial shareholders’ founder shares, we would need 4,687,501, or 37.5%, of the 12,500,000 public shares sold in this offering (or 5,390,625, or 37.5%, of the 14,375,000 public shares sold in this offering if the underwriters’ over-allotment option in exercised in full) to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders and management team to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval for such initial business combination.
The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or make us unable to satisfy a minimum cash condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.
The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore 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. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial business combination. In addition, the amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.
The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market.
The requirement that we complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described 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.
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 will be worthless.
We will have until 12 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 12 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 18 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. Our shareholders will not be entitled to vote or redeem their shares in connection with any such extension. If we complete our initial business combination, we will, at the option of our sponsor, repay such loaned amounts out of the proceeds of the trust account released to us or convert a portion or all of the total loan amount into warrants at a price of $1.00 per warrant, which warrants will be identical to the private placement warrants. If we do not complete a business combination, we will repay such loans only from funds held outside of the trust account. Our sponsor is 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 five 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 shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the warrants will be worthless.
In evaluating a prospective target business for our initial business combination, our management will rely on the availability of the funds from the sale of the forward purchase shares to be used as part of the consideration to the sellers in the initial business combination. If the sale of the forward purchase shares does not close, we may lack sufficient funds to consummate our initial business combination.
Prior to the consummation of this offering, we will enter into a forward purchase agreement with the forward purchase investor providing for the purchase of up to $50,000,000 of forward purchase shares, at a purchase price of $10.00 per share, in a private placement to occur concurrently with the closing of our initial business combination. However, if the sale of the forward purchase shares does not close, we may lack sufficient funds to consummate our initial business combination. The number of forward purchase shares to be purchased by the forward purchase investor will be subject to the forward purchase investor’s sole discretion. The obligation to purchase the forward purchase shares is subject to customary closing conditions, including that our initial business combination must be consummated substantially concurrently with, and immediately following, the purchase of the forward purchase shares. The obligations of the forward purchase investor under the forward purchase agreement do not depend on whether any Class A ordinary shares held by public shareholders are redeemed by the company and the amount of forward purchase shares sold pursuant to the forward purchase agreement will be subject to the forward purchase investor’s sole discretion.
The forward purchase shares will generally be identical to the Class A ordinary shares included in the units being sold in this offering, except that they will be entitled to certain registration rights, as described herein.
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 recent coronavirus (COVID-19) outbreak and the status of debt and equity markets.
In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (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 and a significant outbreak of other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 continues to restrict travel, limit the ability to have meetings with potential investors or the target business’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, decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all.
Finally, the outbreak of COVID-19 may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities and cross-border transactions.
We may not be able to complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate the business combination) after the closing of this offering, in which case, unless an Extension Period is approved, we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.
We may not be able to find a suitable target business and complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate the business combination) after the closing of this offering. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the outbreak of COVID-19 continues to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 may negatively impact businesses we may seek to acquire. If we have not completed our initial business combination within such time period or during any Extension 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 funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which
redemption will completely extinguish public shareholders’ rights as shareholders (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 our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, executive officers, advisors and their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares.
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants 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. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material non-public information), our initial shareholders, directors, officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, other than as expressly stated herein, 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. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions. Such purchases may include a contractual acknowledgment 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, initial shareholders, directors, executive 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. The purpose of any such purchases of shares could 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, (ii) 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 or (iii) reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See “Proposed Business—Permitted Purchases of Our Securities” for a description of how our sponsor, directors, executive officers, advisors or any of their affiliates will select which shareholders to purchase securities from in any private transaction.
In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.
If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
We will comply with the 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 shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents,
as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or submit public shares for redemption. For example, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their stock certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. See the section of this prospectus entitled “Proposed Business—Submitting Stock Certificates in Connection with Redemption Rights.”
The securities in which we invest the proceeds held in the trust account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in trust such that the per-share redemption amount received by shareholders may be less than $10.10 per share.
The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 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. 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 of very low or negative yields, the amount of interest income (which we may use to pay our taxes, if any) would be reduced. In the event that we are unable to complete our initial business combination, our public shareholders are entitled to receive their pro-rata share of the proceeds then held in the trust account, plus any interest income (less up to $100,000 of interest to pay dissolution expenses). If the balance of the trust account is reduced below $126,250,000 as a result of negative interest rates, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.10 per share.
You will not be entitled to protections normally afforded to investors of many other blank check companies.
Since the net proceeds of this offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws. However, because we will have net tangible assets in excess of $5,000,001 upon the completion of this offering and the sale of the private placement warrants 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 in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if this offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination. For a more detailed comparison of our offering to offerings that comply with Rule 419, please see “Proposed Business—Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.”
If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our Class A ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our memorandum
and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in 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 shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.
Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.
We expect to encounter 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 similar or greater technical, human and other resources to ours 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 warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.
If the net proceeds of this offering not being held in the trust account are insufficient to allow us to operate for at least the 12 months (or up to 18 months if we extend the period of time to consummate a business combination) following the closing of the offering, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.
Of the net proceeds of this offering, only $1,300,000 will be available to us initially outside the trust account to fund our working capital requirements. We believe that, upon 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 the 12 months (or up to 18 months if we extend the period of time to consummate a business combination) following such closing; 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 fees to consultants to assist us with our search for a target business. We could also use a portion of the funds 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 a letter of intent or merger 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 target business.
In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. The amount held in the trust account will not be impacted as a result of such increase or decrease. If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.10 per share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless.
If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per share.
Our placing of funds in the trust account may not protect those funds from third party claims against us. Although we will seek to have all vendors, service providers (except for our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances. The underwriters of this offering as well as our registered independent public accounting firm will not execute agreements with us waiving such claims to the monies held in the trust account.
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 management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.10 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter
agreement the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part, 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 entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.10 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.10 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.
In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.10 per share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.10 per public share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.10 per share.
If, after we distribute the proceeds in the trust account to our public shareholders, 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 shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders 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 shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, by paying public shareholders from the trust account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.
If, before distributing the proceeds in the trust account to our public shareholders, we file a 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 shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
If, before distributing the proceeds in the trust account to our public shareholders, we file a 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 shareholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
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restrictions on the nature of our investments; and
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restrictions on the issuance of securities,
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each of which may make it difficult for us to complete our initial business combination.
In addition, we may have imposed upon us burdensome requirements, including:
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registration as an investment company with the SEC;
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adoption of a specific form of corporate structure; and
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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not subject to.
In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.
We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 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. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. 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 avoid being deemed an “investment company” within the meaning of the Investment Company Act. This offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our memorandum and articles of association 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 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering; and (iii) absent an initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to
complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.
Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that, immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable for a fine and to imprisonment for five years in the Cayman Islands.
We may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to elect directors.
In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until no later than one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the appointment of directors until after the consummation of our initial business combination.
Because we are neither limited to evaluating a target business in a particular industry sector 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.
Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and operate a business or businesses that can benefit from our management team’s established global relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a number of sectors. Our memorandum and articles of association will prohibit us from effectuating a business combination 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 shareholders or warrant holders who choose to remain shareholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy materials or tender offer documents, as applicable, relating to the business combination contained an actionable material misstatement or material omission.
Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.
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 shareholders from a financial point of view.
Unless we complete our initial business combination with an affiliated entity or our board of directors cannot independently determine the fair market value of the target business or businesses (including with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking firm which is a member of FINRA or from a valuation or appraisal firm that the price we are paying is fair to our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business combination.
We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
Although we have no commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt following this offering, we may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:
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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
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our inability to pay dividends on our Class A ordinary shares;
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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
We may only be able to complete one business combination with the proceeds of this offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
The net proceeds from this offering and the private placement of warrants will provide us with $120,625,000 (or $138,718,750 if the underwriters’ over-allotment option is exercised in full) that we may use to complete our initial business combination (after taking into account the $5,625,000, or up to $6,468,750 if the over-allotment option is exercised in full, of deferred underwriting commissions being held in the trust account).
We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory 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:
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solely dependent upon the performance of a single business, property or asset, or
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dependent upon the development or market acceptance of a single or limited number of products, processes or services.
This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.
We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.
We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.
To the extent we complete our initial business combination with an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.
Members of our management team and board of directors have significant experience as founders, board members, officers or executives of other companies. As a result, certain of those persons have been, may be, or may become, involved in proceedings, investigations and litigation relating to the business affairs of the companies with which they were, are, or may in the future be, affiliated. This may have an adverse effect on us, which may impede our ability to consummate an initial business combination.
During the course of their careers, members of our management team and board of directors have had significant experience as founders, board members, officers or executives of other companies. As a result of their involvement and positions in these companies, certain persons were, are now, or may in the future become, involved in litigation, investigations or other proceedings relating to the business affairs of such companies or transactions entered into by such companies. Any such litigation, investigations or other proceedings may divert our management team’s and board’s attention and resources away from identifying and selecting a target business or businesses for our initial business combination and may negatively affect our reputation, which may impede our ability to complete an initial business combination.
We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
In pursuing our business combination strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private
companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable (if at all) as we believed at the time of signing an agreement to acquire such private company or that fails to meet the projections upon which our valuation may be based.
We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.
We may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as successful as we anticipate.
To the extent we complete our initial business combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization.
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 shareholders or warrant holders do not agree.
Our memorandum and articles of association does not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares in connection with such initial business combination, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.
In order to effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.
In order to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, special purpose acquisition companies have amended the definition of business combination, increased redemption thresholds and 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. Amending our memorandum and articles of association will require a special resolution being (i) the affirmative vote of at least a two-thirds (2/3) majority of the votes bast by the holders of the issued ordinary shares present in person or represented at a general meeting of the company and entitled to vote on such matter or (ii) a unanimous written resolution of the shareholders, and amending our warrant agreement will require a vote of holders of at least 50% of the public warrants and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the then outstanding private placement warrants. In addition, our memorandum and articles of association will require us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our memorandum and articles of association to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete an initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate the business combination) from the closing of this offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected 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.
The provisions of our memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of a special resolution being (i) the affirmative vote of at least a two-thirds (2/3) majority of the votes bast by the holders of the issued ordinary shares present in person or represented at a general meeting of the company and entitled to vote on such matter or (ii) a unanimous written resolution of the shareholders, which is a lower amendment threshold than that of some other special purpose acquisition companies. It may be easier for us, therefore, to amend our memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not support.
Our memorandum and articles of association will provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended by special resolution being (i) the affirmative vote of at least a two-thirds (2/3) majority of the votes bast by the holders of the issued ordinary shares present in person or represented at a general meeting of the company and entitled to vote on such matter or (ii) a unanimous written resolution of the shareholders and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares entitled to vote thereon. Our initial shareholders, who will collectively beneficially own 20% of our ordinary shares upon the closing of this offering (assuming they do not purchase any units in this offering), may participate in any vote to amend our memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our memorandum and articles of association which govern our pre-business combination behavior more easily than some other special purpose acquisition companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our memorandum and articles of association.
Our sponsor, officers, directors and director nominees have agreed, pursuant to written agreements with us, that they will not propose any amendment to our memorandum and articles of association 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 12 months (or up to 18 months if we extend the period of time to consummate the business combination) from the closing of this offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary 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 us to pay our taxes, divided by the number of then outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, executive officers, directors or director nominees for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.
Certain agreements related to this offering may be amended without shareholder approval.
Each of the agreements related to this offering to which we are a party, other than the warrant agreement and the investment management trust agreement, may be amended without shareholder approval. Such agreements are: the underwriting agreement; the letter agreement among us and our initial shareholders, sponsor, officers and directors; the registration rights agreement among us and our initial shareholders; and the private placement warrants purchase agreement between us and our sponsor. These agreements contain various provisions that our public shareholders might deem to be material. For example, our letter agreement and the underwriting agreement contain certain lock-up provisions with respect to the founder shares, private placement warrants and other securities held by our initial shareholders, sponsor, officers and directors. Amendments to such agreements would require the consent of the applicable parties thereto and would need to be approved by our board of directors, which may do so for a variety of reasons, including to facilitate our initial business combination. While we do not expect our board of directors to approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement. Any amendment entered into in connection with the consummation of our initial business combination will be disclosed in our proxy materials or tender offer documents, as applicable, related to such initial business combination, and any other material amendment to any of our material agreements will be disclosed in a filing with the SEC. Any such amendments would not require approval from our shareholders, may result in the completion of our initial business combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities. For example, amendments to the lock-up provision discussed above may result in our initial shareholders selling their securities earlier than they would otherwise be permitted, which may have an adverse effect on the price of our securities.
We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.
We have not selected any specific business combination target but intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement warrants. As a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. Further, we may be required to obtain additional financing in connection with the closing of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase of other companies. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.
The grant of registration rights to our initial shareholders, holders of our private placement warrants and the purchaser of the forward purchase shares may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.
Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our initial shareholders and their permitted transferees can demand that we register the Class A ordinary shares into which founder shares are convertible, the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants, and warrants that may be issued upon conversion of working capital loans and the Class A ordinary shares issuable upon conversion of such warrants. Further, pursuant to the forward purchase agreement, we have agreed to use our reasonable best efforts (i) to file within 30 days after the closing of the initial business combination a registration statement for a secondary offering of the forward purchase shares), (ii) to cause such registration statement to be declared effective promptly thereafter but in no event later than 60 days after the initial filing, and (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which the holders of the forward purchase shares or their assignees cease to hold the securities covered thereby, and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act. After such registration statement is declared effective, the holders of the forward purchase shares may cause us to conduct firm commitment underwritten offerings, subject to certain limitations. In addition, the forward purchase agreement provides for certain “piggy-back” registration rights to the holders of forward purchase shares to include their securities in other registration statements filed by us. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our securities that is expected when the securities owned by our initial shareholders or their permitted transferees are registered for resale.
Our initial shareholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
Upon closing of this offering, our initial shareholders will own 20% of our issued and outstanding ordinary shares (assuming they do not purchase any units in this offering). Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our memorandum and articles of association. If our initial shareholders purchase any units in this offering or if our initial shareholders purchase any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our initial shareholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this prospectus. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, our board of directors, whose members were elected by our sponsor, is and will be divided into three classes, each of which will generally serve for a terms for three years with only one class of directors being elected in each year. We may not hold an annual general meeting to elect new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual general meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our initial shareholders, because of their ownership position, will have considerable influence regarding the outcome. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Accordingly, our initial shareholders will continue to exert control at least until the completion of our initial business combination.
Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
The federal proxy rules require that the proxy statement with respect to the vote on an initial business combination include historical and pro forma financial statement disclosure. We will include the same
financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America (“GAAP”), or international financial reporting standards as issued by the International Accounting Standards Board (“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) (“PCAOB”). These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.
Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.
Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.
Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
In recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. There can be no assurance that these trends will not continue.
The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors.
In addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.
Risks Relating to the Post-Business Combination Company
Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.
Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present with a particular target
business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial business combination or thereafter. Accordingly, any shareholders or warrant holders who choose to remain shareholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy materials or tender offer documents, as applicable, relating to the business combination contained an actionable material misstatement or material omission.
Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.
We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.
Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.
Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
Our key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection
with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of 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, subject to their fiduciary duties under Cayman Islands law.
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 business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business’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 shareholders or warrant holders who choose to remain shareholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.
The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.
Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
We may structure our initial business combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will 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 shareholders prior to the 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 Class A ordinary shares 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 Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.
If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.
If we pursue a target business with operations or opportunities outside of the United States for our initial business combination, 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. Furthermore, we would 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:
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costs and difficulties inherent in managing cross-border business operations;
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rules and regulations regarding currency redemption;
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complex corporate withholding taxes on individuals;
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laws governing the manner in which future business combinations may be effected;
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exchange listing and/or delisting requirements;
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tariffs and trade barriers;
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regulations related to customs and import/export matters;
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local or regional economic policies and market conditions;
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unexpected changes in regulatory requirements;
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challenges in managing and staffing international operations;
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longer payment cycles;
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tax issues, such as tax law changes and variations in tax laws as compared to the United States;
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currency fluctuations and exchange controls;
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rates of inflation;
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challenges in collecting accounts receivable;
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cultural and language differences;
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employment regulations;
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underdeveloped or unpredictable legal or regulatory systems;
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corruption;
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protection of intellectual property;
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social unrest, crime, strikes, riots and civil disturbances;
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regime changes and political upheaval;
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terrorist attacks and wars; and
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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 initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.
Risks Relating to our Management Team
We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.
We have agreed to indemnify our officers, directors and advisors to the fullest extent permitted by law. However, our officers, directors and advisors 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 shareholders 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 shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
Past performance by our management team and their affiliates may not be indicative of future performance of an investment in us.
Information regarding performance by, or businesses associated with, our management team or businesses associated with them is presented for informational purposes only. Past performance by our management team 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 locate a suitable candidate for our initial business combination. You should not rely on the historical record of the performance of our management team’s or businesses associated with them as indicative of our future performance of an investment in us or the returns we will, or is likely to, generate going forward.
We may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.
We will consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in a business combination candidate. In the event we elect to pursue a business combination 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 ascertain or assess adequately all of the relevant risk factors. Accordingly, any shareholders who choose to remain shareholders following our initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.
We are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.
Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers.
The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.
Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. For a complete discussion of our executive officers’ and directors’ other business affairs, please see “Management—Officers, Directors and Director Nominees.”
Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
Following the completion of this offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. Our memorandum and articles of association 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 the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. In addition, our sponsor and our officers and directors may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or ventures may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.
For a complete discussion of our executive officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Management—Officers, Directors and Director Nominees,” “Management—Conflicts of Interest” and “Certain Relationships and Related Party Transactions.”
Our executive 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, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or executive officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.
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 shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’ rights. However, we might not ultimately be successful in any claim we may make against them for such reason.
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, executive officers, directors or existing holders which may raise potential conflicts of interest.
In light of the involvement of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, executive officers, directors or existing holders. Our directors also serve as officers and board members for other entities, including, without limitation, those described under “Management—Conflicts of Interest.” Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no 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 which is a member of FINRA or a valuation or appraisal 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 sponsor, executive officers, directors or existing holders, 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 shareholders as they would be absent any conflicts of interest.
Since our sponsor, executive 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.
On January 20, 2021, our sponsor paid $25,000 to purchase 5,031,250 founder shares, or approximately $0.005 per share. In April 2021, our sponsor forfeited for no consideration 1,437,500 founder shares. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 14,375,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 468,750 of the founder shares will be forfeited depending on the extent to which the underwriters’ over-allotment is exercised. The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor has committed to purchase an aggregate of 4,175,000 private placement warrants (or 4,456,250 warrants if the underwriters’ over-allotment option is exercised in full), each exercisable for one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $4,175,000 (or $4,456,250 if the underwriters’ over-allotment option is exercised in full), or $1.00 per warrant, that will also be worthless if we do not complete our initial business combination. The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the date that is 12 months (or up to 18 months if we extend the period of time to consummate a business combination) after of the closing of this offering nears, which is the deadline for our completion of an initial business combination.
Risks Relating to our Securities
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 shareholders 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 Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our memorandum and articles of association 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 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering or during any Extension Period or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, and (iii) the redemption of our public shares if we are unable to complete an initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering, subject to applicable law and as further described herein. In addition, if our plan to redeem our public shares if we are unable to complete an initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering is not completed for any reason, compliance with Cayman Islands law may require that we submit a plan of dissolution to our then-existing shareholders for approval prior to the distribution of the proceeds held in our trust account. In that case, public shareholders may be forced to wait beyond 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering before they receive funds from our trust account. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
Once initially listed, Nasdaq may subsequently delist our securities from its exchange, which could limit investors’ability to make transactions in our securities and subject us to additional trading restrictions.
We have applied to have our units listed on Nasdaq on or promptly after the date of this prospectus and our Class A ordinary shares and warrants on or promptly after their date of separation. We cannot guarantee that our securities will be approved for listing on Nasdaq. Although after giving effect to this offering we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in Nasdaq’s listing standards, we cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum average global market capitalization and a minimum number of holders of our securities. Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our share price would generally be required to be at least $4.00 per share and our shareholders’ equity would generally be required to be at least $5 million, the publicly held shares would be required to be at least $15 million and we would be required to have a minimum of 300 round lot holders and 1,000,000 publicly held shares. 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 and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
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a limited availability of market quotations for our securities;
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reduced liquidity for our securities;
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a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
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a limited amount of news and analyst coverage; and
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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 preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our units and eventually our Class A ordinary shares and warrants will be listed on Nasdaq, our units, Class A ordinary shares and warrants will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.
Holders of our Class A ordinary shares will not be entitled to vote on any appointment of directors prior to our initial business combination.
Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Accordingly, you may not have any say in the management of our company prior to the completion of an initial business combination.
Since only holders of our founder shares will have the right to vote to appoint directors, upon the listing of our shares on Nasdaq, Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.
After completion of this offering, only holders of our founder shares will have the right to vote to appoint directors. As a result, Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:
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we have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq;
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we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
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we have independent director oversight of our director nominations.
We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of Nasdaq, subject to applicable phase-in rules. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of Nasdaq’s corporate governance requirements.
An investment in this offering may result in uncertain or adverse U.S. federal income tax consequences.
An investment in this offering may result in uncertain U.S. federal income tax consequences. For instance, because there are no authorities that directly address instruments similar to the units we are
issuing in this offering, the allocation an investor makes with respect to the purchase price of a unit between the Class A ordinary shares and the one-half of a warrant to purchase one Class A ordinary share included in each unit could be challenged by the Internal Revenue Service (the “IRS”) or courts. Furthermore, the U.S. federal income tax consequences of a cashless exercise of warrants included in the units we are issuing in this offering is unclear under current law. Finally, it is unclear whether the redemption rights with respect to our ordinary shares suspend the running of a U.S. Holder’s (as defined below in “Taxation—United States Federal Income Tax Considerations—General”) holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of Class A ordinary shares is long-term capital gain or loss and for determining whether any dividend we pay would be considered “qualified dividends” for U.S. federal income tax purposes. See the section of this prospectus captioned “Taxation—United States Federal Income Tax Considerations” for a summary of the U.S. federal income tax considerations of an investment in our securities. Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences when purchasing, holding or disposing of our securities.
We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.
If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of this prospectus captioned “Taxation—United States Federal Income Tax Considerations—General”) of our ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our actual PFIC status for our current taxable year may depend on the status of an acquired company pursuant to a business combination and whether we qualify for the PFIC start-up exception (see the section of this prospectus captioned “Taxation—United States Federal Income Tax Considerations—U.S. Holders—Passive Foreign Investment Company Rules”). Depending on the particular circumstances, the application of the start-up exception is uncertain, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any future taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. If we determine we are a PFIC for any taxable year, we will endeavor to provide to a U.S. Holder upon request such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. Holders to consult their own tax advisors regarding the possible application of the PFIC rules. For a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders, see the section of this prospectus captioned “Taxation—United States Federal Income Tax Considerations—U.S. Holders—Passive Foreign Investment Company Rules.”
We may re-domicile or reincorporate in another jurisdiction in connection with our initial business combination, which may result in taxes imposed on shareholders and warrant holders.
We may, in connection with our initial business combination, re-domicile or reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders to pay such taxes. Shareholders and warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.
We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.
We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of our
initial business combination, we will use our best efforts to file with the SEC a registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use our best efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.
If the Class A ordinary shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis, in which case the number of Class A ordinary shares that you will receive upon cashless exercise will be based on a formula subject to a maximum number of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment).
In no event will warrants be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration or qualification is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the warrants included as part of units sold in this offering. In such an instance, our sponsor and its transferees (which may include our directors and executive officers) would be able to sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the warrants included as part of units sold in this offering. In such an instance, our sponsor and its transferees (which may include our directors and executive officers) would be able to sell the shares of ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying shares of ordinary shares. 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.
If our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use our best efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is not available.
In no event will we be required to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws.
You may only be able to exercise your public warrants on a “cashless basis”under certain circumstances, and if you do so, you will receive fewer Class A ordinary shares from such exercise than if you were to exercise such warrants for cash.
The warrant agreement provides that in the following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do for cash and will, instead, be required to do so on a cashless
basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the Class A ordinary shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the warrant agreement; (ii) if we have so elected and the Class A ordinary shares is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act; and (iii) if we have so elected and we call the public warrants for redemption. If you exercise your public warrants on a cashless basis, you would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of our Class A ordinary shares (as defined in the next sentence) over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. As a result, you would receive fewer Class A ordinary shares from such exercise than if you were to exercise such warrants for cash.
The grant of registration rights to our initial shareholders and holders of our private placement warrants may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.
Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our initial shareholders and their permitted transferees can demand that we register the Class A ordinary shares into which founder shares are convertible, holders of our private placement warrants and their permitted transferees can demand that we register the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants and holders of warrants that may be issued upon conversion of working capital loans may demand that we register such warrants or the Class A ordinary shares issuable upon conversion of such warrants. The registration rights will be exercisable with respect to the founder shares and the private placement warrants and the Class A ordinary shares issuable upon exercise of such private placement warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected when the ordinary shares owned by our initial shareholders, holders of our private placement warrants or holders of our working capital loans or their respective permitted transferees are registered.
We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.
Our memorandum and articles of association authorizes the issuance of up to 479,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. Immediately after this offering, there will be 466,500,000 and 16,406,250 (assuming in each case that the underwriters have not exercised their over-allotment option and the forfeiture of 468,750 Class B ordinary shares) authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B ordinary shares. The Class B ordinary shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, initially at a one-for-one ratio but subject to adjustment as set forth herein and in our memorandum and articles of association. Immediately after this offering, there will be no preference shares issued and outstanding.
We may issue a substantial number of additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares to redeem the warrants as described in “Description of Securities—Warrants—Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00” or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth therein. However, our memorandum and articles of association will provide, among other things, that prior to our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our memorandum and articles of association to (x) extend the time we have to consummate a business combination beyond 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering or (y) amend the foregoing provisions. These provisions of our memorandum and articles of association, like all provisions of our memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary shares or preference shares:
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may significantly dilute the equity interest of investors in this offering;
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may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;
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could cause a change in control if a substantial number of Class A ordinary shares is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and
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may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants.
Unlike some other similarly structured special purpose acquisition companies, our initial shareholders will receive additional Class A ordinary shares if we issue certain shares to consummate an initial business combination.
The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. This is different than some other similarly structured special purpose acquisition companies in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to our initial business combination.
Our initial shareholders paid an aggregate of $25,000 to cover certain of our offering and organizational costs in exchange for 5,031,250 founder shares (1,475,500 shares of which were later forfeited for no consideration) or approximately $0.005 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares.
The difference between the public offering price per share (allocating all of the unit purchase price to the Class A ordinary shares and none to the warrant included in the unit) and the pro forma net tangible book value per Class A ordinary share after this offering constitutes the dilution to you and the other investors in this offering. Our initial shareholders acquired the founder shares at a nominal price, significantly contributing to this dilution. Upon closing of this offering, and assuming no value is ascribed to the warrants
included in the units, you and the other public shareholders will incur an immediate and substantial dilution of approximately 90.0%, or $9.00 per share (assuming no exercise of the underwriters’ over-allotment option), the difference between the pro forma net tangible book value per share after this offering of $1.00 and the initial offering price of $10.00 per unit. This dilution would increase to the extent that the anti-dilution provisions of the founder shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination and would become exacerbated to the extent that public shareholders seek redemptions from the trust for their public shares. In addition, because of the anti-dilution protection in the founder shares, any equity or equity-linked securities issued in connection with our initial business combination would be disproportionately dilutive to our Class A ordinary shares.
We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.
Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% 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 50% 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 Class A ordinary shares purchasable upon exercise of a warrant.
Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will 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 (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits 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 of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of 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 holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State 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.
This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a
court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.
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 the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. 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 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 (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees.
In addition, we have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant, upon a minimum of 30 days’ prior written notice of redemption, provided that the closing price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders will be able to exercise their warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption date and the fair market value of our Class A ordinary shares. Please see “Description of Securities—Warrants—Public Shareholders’ Warrants—Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00.” The value received upon exercise of the warrants (i) may be less than the value the holders would have received if they had exercised their warrants at a later time when the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants, including because the number of Class A ordinary shares received is capped at 0.361 Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.
Our warrants and founder shares may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.
We will be issuing warrants to purchase 6,250,000 Class A ordinary shares (or up to 7,187,500 Class A ordinary shares if the underwriters’ over-allotment option is exercised in full) as part of the units offered by this prospectus and, simultaneously with the closing of this offering, we will be issuing in a private placement an aggregate of 4,175,000 private placement warrants (or 4,456,250 private placement warrants if the underwriters’ over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share. Our initial shareholders currently own an aggregate of 3,593,750 founder shares (up to 468,750 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). The founder shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as set forth herein. In addition, if our sponsor or an affiliate of our
sponsor or certain of our officers and directors makes any working capital loans, such lender may convert those loans into up to an additional 1,500,000 private placement warrants, at the price of $1.00 per warrant.
To the extent we issue Class A ordinary shares for any reason, including to effectuate a business combination, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants and conversion rights could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business combination. Therefore, our warrants and founder shares may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.
Because each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies.
Each unit contains one-half of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. 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 Class A ordinary shares to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one common share and one 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 share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share.
The determination of the offering price of our units, the size of this offering and terms of the units is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering price of our units properly reflects the value of such units than you would have in a typical offering of an operating company.
Prior to this offering there has been no public market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and the underwriters. In determining the size of this offering, management held customary organizational meetings with representatives of the underwriters, both prior to our inception and thereafter, with respect to the state of capital markets, generally, and the amount the underwriters believed they reasonably could raise on our behalf. Factors considered in determining the size of this offering, prices and terms of the units, including the Class A ordinary shares and warrants underlying the units, include:
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the history and prospects of companies whose principal business is the acquisition of other companies;
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prior offerings of those companies;
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our prospects for acquiring an operating business at attractive values;
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a review of debt to equity ratios in leveraged transactions;
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our capital structure;
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an assessment of our management and their experience in identifying operating companies;
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general conditions of the securities markets at the time of this offering; and
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other factors as were deemed relevant.
Although these factors were considered, the determination of our offering size, price and terms of the units is more arbitrary than the pricing of securities of an operating company in a particular industry since we have no historical operations or financial results.
There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
There is currently no market for our securities. Shareholders therefore have no access to information about prior market history on which to base their investment decision. Following this offering, the price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions, including as a result of the COVID-19 outbreak and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases). 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.
Our warrants are expected to be accounted for as a warrant liability and will be recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our Class A ordinary shares or may make it more difficult for us to consummate an initial business combination.
Following the consummation of this offering and the concurrent private placement of warrants, we will issue an aggregate of 10,425,000 warrants in connection with this offering (comprised of the 6,250,000 warrants included in the units and the 4,175,000 private placement warrants, assuming the underwriters’ over-allotment option is not exercised). We expect to account for these as a warrant liability and will record at fair value upon issuance any changes in fair value each period reported in earnings as determined by us based upon a valuation report obtained from its independent third party valuation firm. The impact of changes in fair value on earnings may have an adverse effect on the market price of our Class A ordinary shares. In addition, potential targets may seek a SPAC that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business.
General Risk Factors
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.
We are a blank check company incorporated under the laws of the Cayman Islands with no operating results, and we will not commence operations until obtaining funding through this offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.
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 internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to
lose that status earlier, including if the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. 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 an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30th. 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.
Provisions in our memorandum and articles of association and Cayman Islands law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.
Our memorandum and articles of association will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preference shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
Provisions in our memorandum and articles of association and Cayman Islands law may have the effect of discouraging lawsuits against our directors and officers.
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to 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.
Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may
have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.
Our indemnification obligations may discourage shareholders 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 shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.
Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.
We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.
Because we are incorporated under the laws of the Cayman Islands, your ability to protect your rights through the U.S. Federal courts may be limited.
We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.
Our corporate affairs will be governed by our memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders’ derivative action in a Federal court of the United States.
We have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely: (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities law of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the
merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy or the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.
Certain of our officers and directors are affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.
Following the completion of this offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Certain of our executive officers and directors are affiliated with entities that are engaged in a similar business. Our officers may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. This may limit the number of potential targets they present to us for purposes of completing a business combination. Any conflict of interest may not be resolved in our favor and potential target businesses may be presented to another entity prior to its presentation to us.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:
•
our ability to select an appropriate target business or businesses;
•
our ability to complete our initial business combination;
•
our expectations around the performance of the prospective target business or businesses;
•
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
•
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;
•
our potential ability to obtain additional financing to complete our initial business combination;
•
our pool of prospective target businesses;
•
the ability of our officers and directors to generate a number of potential business combination opportunities;
•
our public securities’ potential liquidity and trading;
•
the lack of a market for our securities;
•
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
•
the trust account not being subject to claims of third parties; or
•
our financial performance following this offering.
The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors”. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
USE OF PROCEEDS
We are offering 12,500,000 units at an offering price of $10.00 per unit. We estimate that the net proceeds of this offering together with the funds we will receive from the sale of the private placement warrants will be used as set forth in the following table.
|
|
|
Without
Over-allotment
Option
|
|
|
Over-allotment
Option Fully
Exercised
|
|
Gross proceeds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross proceeds from units offered to public(1)
|
|
|
|
$
|
125,000,000
|
|
|
|
|
$
|
143,750,000
|
|
|
Gross proceeds from private placement warrants offered in the private placement
|
|
|
|
|
4,175,000
|
|
|
|
|
|
4,456,250
|
|
|
Total gross proceeds
|
|
|
|
$
|
129,175,000
|
|
|
|
|
$
|
148,206,250
|
|
|
Estimated offering expenses(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting commissions (2.0% of gross proceeds from units offered
to public, excluding deferred portion)(3)
|
|
|
|
$
|
2,500,000
|
|
|
|
|
$
|
2,875,000
|
|
|
Legal fees and expenses
|
|
|
|
|
275,000
|
|
|
|
|
|
275,000
|
|
|
Printing and engraving expenses
|
|
|
|
|
35,000
|
|
|
|
|
|
35,000
|
|
|
Accounting fees and expenses
|
|
|
|
|
40,000
|
|
|
|
|
|
40,000
|
|
|
SEC/FINRA expenses
|
|
|
|
|
37,746
|
|
|
|
|
|
37,746
|
|
|
Travel and road show
|
|
|
|
|
25,000
|
|
|
|
|
|
25,000
|
|
|
Nasdaq listing and filing fees
|
|
|
|
|
75,000
|
|
|
|
|
|
75,000
|
|
|
Directors and officers insurance
|
|
|
|
|
495,000
|
|
|
|
|
|
495,000
|
|
|
Miscellaneous
|
|
|
|
|
482,254
|
|
|
|
|
|
482,254
|
|
|
Total offering expenses (other than underwriting commissions)
|
|
|
|
$
|
1,000,000
|
|
|
|
|
$
|
1,000,000
|
|
|
Reimbursed expenses(4)
|
|
|
|
|
1,875,000
|
|
|
|
|
|
2,156,250
|
|
|
Proceeds after estimated offering expenses
|
|
|
|
$
|
127,550,000
|
|
|
|
|
$
|
146,487,500
|
|
|
Held in trust account(3)
|
|
|
|
$
|
126,250,000
|
|
|
|
|
$
|
145,187,500
|
|
|
% of public offering size
|
|
|
|
|
101%
|
|
|
|
|
|
101%
|
|
|
Not held in trust account
|
|
|
|
$
|
1,300,000
|
|
|
|
|
$
|
1,300,000
|
|
|
The following table shows the use of the approximately $1,300,000 of net proceeds not held in the trust account(5).
|
|
|
Amount
|
|
|
% of Total
|
|
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(6)
|
|
|
|
$
|
380,000
|
|
|
|
|
|
29.2%
|
|
|
Legal and accounting fees related to regulatory reporting obligations
|
|
|
|
|
75,000
|
|
|
|
|
|
5.8%
|
|
|
Nasdaq and other regulatory fees
|
|
|
|
|
75,000
|
|
|
|
|
|
5.8%
|
|
|
Payment for office space, secretarial and administrative services
|
|
|
|
|
240,000
|
|
|
|
|
|
18.4%
|
|
|
Consulting, travel and miscellaneous expenses incurred during search for initial business combination target
|
|
|
|
|
75,000
|
|
|
|
|
|
5.8%
|
|
|
Working capital to cover miscellaneous expenses
|
|
|
|
|
455,000
|
|
|
|
|
|
35.0%
|
|
|
Total
|
|
|
|
$
|
1,300,000
|
|
|
|
|
|
100.0%
|
|
|
(1)
Includes amounts payable to public shareholders who properly redeem their shares in connection with our successful completion of our initial business combination.
(2)
A portion of the offering expenses have been paid from the proceeds of loans from our sponsor of up to $300,000 as described in this prospectus. These loans will be repaid upon completion of this offering out of the $1,000,000 of offering proceeds that has been allocated for the payment of offering expenses other than underwriting commissions. In the event that offering expenses are less than set forth in this table, any such amounts will be used for post-closing working capital expenses.
(3)
The underwriters have agreed to defer underwriting commissions of 4.5% of the gross proceeds of this offering. Upon and concurrently with the completion of our initial business combination, up to $5,625,000, which constitutes the underwriters’ deferred commissions (or up to $6,468,750 if the underwriters’ over- allotment option is exercised in full) will be paid to the underwriters from the funds held in the trust account. The underwriters have agreed to reimburse certain of our expenses, not to exceed $1,875,000, $1,250,000 of which will be placed into the trust account (or $2,156,250, $1,437,500 of which will be placed into the trust account if the underwriters’ over-allotment option is exercised in full). See “Underwriting”. The remaining funds, less amounts released to the trustee to pay redeeming shareholders, will be released to us and can be used to pay all or a portion of the purchase price of the business or businesses with which our initial business combination occurs or for general corporate purposes, including payment of principal or interest on indebtedness incurred in connection with our initial business combination, to fund the purchases of other companies or for working capital. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts and commissions.
(4)
The underwriters have agreed to reimburse certain of our expenses, not to exceed $1,875,000, $1,250,000 of which will be placed into the trust account (or $2,156,250, $1,437,500 of which will be placed into the trust account if the underwriters’ over-allotment option is exercised in full). This reimbursement will have the effect of increasing the proceeds available to us outside of the trust account.
(5)
These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of such business combination. In the event we identify a business combination target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 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. We estimate the interest earned on the trust account will be approximately $126,250 per year, assuming an interest rate of 0.1% per year; however, we can provide no assurances regarding this amount.
(6)
Includes estimated amounts that may also be used in connection with our initial business combination to fund a “no shop” provision and commitment fees for financing.
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. Of the $125 million in gross proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus (or $143.75 million if the underwriters’ over-allotment option is exercised in full), $126,250,000 ($10.10 per unit) (or $145,187,500 if the underwriters’ over-allotment option is exercised in full ($10.10 per unit)) will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee and JPMorgan Chase Bank, N.A. as investment manager, after deducting $2,500,000 in underwriting discounts and commissions payable upon the closing of this offering (or $2,875,000 if the underwriters’ over- allotment option is exercised in full) and an aggregate of $2.3 million to pay fees and expenses in connection with the closing of this offering and for working capital following this offering. The proceeds held in the trust account will be invested only in U.S. government treasury bills with a maturity of 185 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. We estimate the interest earned on the trust account will be approximately $126,250 per year, assuming an interest rate of 0.1% per year; however, we can provide no assurances regarding this amount.
We expect that the interest earned on the trust account will be sufficient to pay income taxes. We will not be permitted to withdraw any of the principal or interest held in the trust account, except for the withdrawal of interest to pay our taxes, until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within 12 months (or up to 18 months from the consummation of this offering if we extend the period of time to consummate a business combination) from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our memorandum and articles of association to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated our initial business combination within 12 months (or up to 18 months from the consummation of this offering if we extend the period of time to consummate a business combination) from the closing of this offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
The net proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we ultimately complete our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration and expenses in connection with our initial business combination, we may apply the balance of the cash released from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. There is no limitation on our ability to raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering. However, our memorandum and articles of association provides that, following this offering and prior to the consummation of our initial business combination, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our memorandum and articles of association to (x) extend the time we have to consummate a business combination beyond 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering or (y) amend the foregoing provisions.
We believe that amounts not held in trust will be sufficient to pay the costs and expenses to which such proceeds are allocated. This belief is based on the fact that while we may begin preliminary due diligence of a target business in connection with an indication of interest, we intend to undertake in-depth due diligence, depending on the circumstances of the relevant prospective business combination, only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of a business combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating a business combination is less than the actual amount necessary to do so, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. If we are required to seek additional capital, we could seek such additional capital through loans or additional investments from our sponsor, members of our management team or any of their affiliates, but such persons are not under any obligation to advance funds to, or invest in, us.
Prior to the closing of this offering, our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. These loans are non-interest bearing, unsecured and are due at the earlier of December 31, 2021 or the closing of this offering. The loan will be repaid upon the closing of this offering out of the $1,000,000 of offering proceeds that has been allocated to the payment of offering expenses.
In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. 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 to repay such loaned amounts. Up to $1,500,000 of such loans may
be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
Prior to the consummation of this offering, we will enter into a forward purchase agreement with the forward purchase investor providing for the purchase of up to $50,000,000 of forward purchase shares, at a purchase price of $10.00 per share, in a private placement to occur concurrently with the closing of our initial business combination. The number of forward purchase shares to be purchased by the forward purchase investor will be subject to the forward purchase investor’s sole discretion. The obligation to purchase the forward purchase shares is subject to customary closing conditions, including that our initial business combination must be consummated substantially concurrently with, and immediately following, the purchase of forward purchase shares. The obligations of the forward purchase investor under the forward purchase agreement do not depend on whether any Class A ordinary shares held by public shareholders are redeemed by the company. The forward purchase shares will be issued only in connection with the closing of the initial business combination. The proceeds from the sale of forward purchase shares may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination or for working capital in the post-transaction company. The forward purchase shares will generally be identical to the Class A ordinary shares included in the units being sold in this offering, except that they will be entitled to certain registration rights, as described herein.
DIVIDEND POLICY
We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time and we will only pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law. If we increase or decrease the size of this offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 20.0% of our issued and outstanding ordinary shares upon the consummation of this offering. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
DILUTION
The difference between the public offering price per Class A ordinary share, assuming no value is attributed to the warrants included in the units we are offering pursuant to this prospectus or the private placement warrants, and the pro forma net tangible book value per Class A ordinary share after this offering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated with the sale and exercise of warrants, including the private placement warrants, which would cause the actual dilution to the public shareholders to be higher, particularly where a cashless exercise is utilized. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of Class A ordinary shares which may be redeemed for cash), by the number of outstanding Class A ordinary shares.
At January 26, 2021, our net tangible book deficit was $134,810, or approximately $(0.04) per ordinary share. After giving effect to the sale of 12,500,000 Class A ordinary shares included in the units we are offering by this prospectus (or 14,375,000 Class A ordinary shares if the underwriters’ over-allotment option is exercised in full), the sale of the private placement warrants and the deduction of underwriting commissions and estimated expenses of this offering, our pro forma net tangible book value at January 26, 2021 would have been $5,000,001 or $1.00 per share (or $5,000,001 or $0.88 per share if the underwriters’ over-allotment option is exercised in full), representing an immediate increase in net tangible book value (as decreased by the value of 10,631,156 Class A ordinary shares that may be redeemed for cash, or 12,312,252 Class A ordinary shares if the underwriters’ over-allotment option is exercised in full) of $1.04 per share (or $0.92 if the underwriters’ over-allotment option is exercised in full) to our initial shareholders as of the date of this prospectus and an immediate dilution to public shareholders from this offering of $10.00 per share. Total dilution to public shareholders from this offering will be $9.00 per share (or $9.12 per share if the underwriters’ over-allotment option is exercised in full).
The following table illustrates the dilution to the public shareholders on a per-share basis, assuming no value is attributed to the warrants included in the units or the private placement warrants:
|
|
|
Without
Over-allotment
|
|
|
With
Over-allotment
|
|
|
Public offering price
|
|
|
|
|
|
|
|
|
|
$
|
10.00
|
|
|
|
|
|
|
|
|
|
|
$
|
10.00
|
|
|
|
Net tangible book deficit before this offering
|
|
|
|
|
(0.04)
|
|
|
|
|
|
|
|
|
|
|
|
(0.04)
|
|
|
|
|
|
|
|
|
|
Increase attributable to public shareholders
|
|
|
|
$
|
1.04
|
|
|
|
|
|
|
|
|
|
|
$
|
0.92
|
|
|
|
|
|
|
|
|
|
Pro forma net tangible book value after this offering and the sale of the private placement warrants
|
|
|
|
|
|
|
|
|
|
$
|
1.00
|
|
|
|
|
|
|
|
|
|
|
$
|
0.88
|
|
|
|
Dilution to public shareholders
|
|
|
|
|
|
|
|
|
|
$
|
9.00
|
|
|
|
|
|
|
|
|
|
|
$
|
9.12
|
|
|
|
|
|
Percentage of dilution to public shareholders
|
|
|
|
|
|
|
|
|
|
|
90.0%
|
|
|
|
|
|
|
|
|
|
|
|
91.2%
|
|
|
|
For purposes of presentation, we have reduced our pro forma net tangible book value after this offering (assuming no exercise of the underwriters’ over-allotment option) by $107,374,680 because holders of up to approximately 85.0% of our public shares may redeem their shares for a pro rata share of the aggregate amount then on deposit in the trust account at a per share redemption price equal to the amount in the trust account as set forth in our tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust two business days prior to the commencement of our tender offer or shareholders meeting, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes), divided by the number of Class A ordinary shares sold in this offering.
The following table sets forth information with respect to our initial shareholders and the public shareholders:
|
|
|
Shares Purchased
|
|
|
Total Consideration
|
|
|
Average
Price per
Share
|
|
|
|
|
Number
|
|
|
Percentage
|
|
|
Amount
|
|
|
Percentage
|
|
Initial Shareholders(1)
|
|
|
|
|
3,125,000
|
|
|
|
|
|
20.00%
|
|
|
|
|
$
|
25,000
|
|
|
|
|
|
0.02%
|
|
|
|
|
$
|
0.008
|
|
|
Public Shareholders
|
|
|
|
|
12,500,000
|
|
|
|
|
|
80.00
|
|
|
|
|
|
125,000,000
|
|
|
|
|
|
99.98%
|
|
|
|
|
$
|
10.00
|
|
|
|
|
|
|
|
15,625,000
|
|
|
|
|
|
100.0%
|
|
|
|
|
$
|
125,025,000
|
|
|
|
|
|
100.0%
|
|
|
|
|
|
|
|
|
Assumes that 468,750 founder shares are forfeited after the closing of this offering in the event the underwriters do not exercise their over-allotment option.
The pro forma net tangible book value per share after the offering (assuming that the underwriters do not exercise their over-allotment option) is calculated as follows:
|
|
|
Without
Over-allotment
|
|
|
With
Over-allotment
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net tangible book deficit before this offering
|
|
|
|
$
|
(134,810)
|
|
|
|
|
$
|
(134,810)
|
|
|
Net proceeds from this offering and sale of the private placement warrants
|
|
|
|
|
127,550,000
|
|
|
|
|
|
146,487,500
|
|
|
Plus: Offering costs paid in advance, excluded from tangible book value before this offering
|
|
|
|
|
154,741
|
|
|
|
|
|
154,741
|
|
|
Less: Deferred underwriting commissions
|
|
|
|
|
(5,625,000)
|
|
|
|
|
|
6,468,750
|
|
|
Less: Warrant liability
|
|
|
|
|
(9,570,250)
|
|
|
|
|
|
(10,684,938)
|
|
|
Less: Proceeds held in trust subject to redemption
|
|
|
|
|
(107,374,680)
|
|
|
|
|
|
(124,353,743)
|
|
|
|
|
|
|
$
|
5,000,001
|
|
|
|
|
$
|
5,000,001
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class B ordinary shares outstanding prior to this offering
|
|
|
|
|
3,593,750
|
|
|
|
|
|
3,593,750
|
|
|
Class B ordinary shares forfeited if over-allotment option is not exercised
|
|
|
|
|
(468,750)
|
|
|
|
|
|
—
|
|
|
Class A ordinary shares included in the units offered
|
|
|
|
|
12,500,000
|
|
|
|
|
|
14,375,000
|
|
|
Less: Shares subject to redemption
|
|
|
|
|
(10,631,156)
|
|
|
|
|
|
(12,312,252)
|
|
|
|
|
|
|
|
4,993,844
|
|
|
|
|
|
5,656,498
|
|
|
(1)
Expenses applied against gross proceeds include offering expenses of $1,000,000 and underwriting commissions of $2,500,000 (or $2,875,000 if the underwriters’ over-allotment option is exercised in full) (excluding deferred underwriting fees). See “Use of Proceeds.”
(2)
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of Class A ordinary shares subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Proposed Business—Permitted Purchases of Our Securities.”
CAPITALIZATION
The following table sets forth our capitalization at January 26, 2021, on an actual basis and as adjusted to give effect to the filing of our memorandum and articles of association, the sale of our units in this offering and the sale of the private placement warrants and the application of the estimated net proceeds derived from the sale of such securities, assuming no exercise by the underwriters of their over-allotment option:
|
|
|
January 26, 2021
|
|
|
|
|
Actual
|
|
|
As Adjusted(2)
|
|
Note payable to related party(1)
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
Deferred underwriting commissions
|
|
|
|
|
—
|
|
|
|
|
|
5,625,000
|
|
|
Warrant liability(3)
|
|
|
|
|
—
|
|
|
|
|
|
9,570,250
|
|
|
Class A ordinary shares subject to possible redemption; -0- and 10,631,156 shares, actual and as adjusted, respectively(4)
|
|
|
|
|
—
|
|
|
|
|
|
107,374,680
|
|
|
Preference shares, $0.0001 par value, 1,000,000 shares authorized; none issued
and outstanding, actual and as adjusted
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
Class A ordinary shares, $0.0001 par value, 479,000,000 shares authorized; -0-
and 1,868,844 shares issued and outstanding (excluding -0- and 10,631,156
shares subject to possible redemption), actual and as adjusted,
respectively
|
|
|
|
|
—
|
|
|
|
|
|
187
|
|
|
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized; 3,593,750 and 3,125,000 shares issued and outstanding, actual and as adjusted, respectively
|
|
|
|
|
359
|
|
|
|
|
|
313
|
|
|
Additional paid-in capital
|
|
|
|
|
24,641
|
|
|
|
|
|
5,504,885
|
|
|
Accumulated deficit
|
|
|
|
|
(5,069)
|
|
|
|
|
|
(505,384)
|
|
|
Total shareholders’ equity
|
|
|
|
$
|
19,931
|
|
|
|
|
$
|
5,000,001
|
|
|
Total capitalization
|
|
|
|
$
|
19,931
|
|
|
|
|
$
|
127,569,931
|
|
|
(1)
Our sponsor may loan us up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. The “as adjusted” information give effect to the repayment of any loans made under this note out of the proceeds from this offering and the sale of the private placement warrants. As of January 26, 2021, there were no borrowings outstanding under the promissory note.
(2)
Upon the completion of our initial business combination, we will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to 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 earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein whereby redemptions cannot cause our net tangible assets to be less than $5,000,001.
(3)
The public warrants and private placement warrants are expected to be accounted for as warrant liabilities and will be recorded at fair value upon issuance with changes in fair value each reporting period, as determined by the Company based upon a valuation report obtained from its independent third-party valuation firm, included in earnings.
(4)
Actual share amount is prior to any forfeiture of founder shares and as adjusted amount assumes no exercise of the underwriters’ over-allotment option and forfeiture of an aggregate of 468,750 founder shares.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are a newly incorporated blank check company incorporated on January 15, 2021 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions directly or indirectly, with any business combination target with respect to an initial business combination with us. We may pursue an initial business combination target in any industry or geographic region. We intend to focus our search for an initial business combination on opportunities in certain highly specialized fields within the technology sector across North America, Europe and Asia. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.
The issuance of additional shares in connection with a business combination to the owners of the target or other investors:
•
may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares;
•
may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares;
•
could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
•
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and
•
may adversely affect prevailing market prices for our Class A ordinary shares and/or warrants.
Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:
•
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
•
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
•
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
•
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
•
our inability to pay dividends on our Class A ordinary shares;
•
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
•
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
•
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
•
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
As indicated in the accompanying financial statements, January 26, 2021, we had deferred offering costs of $154,741. Further, we expect to incur significant costs in the pursuit of our initial business combination. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.
Results of Operations and Known Trends or Future Events
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after this offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. After this offering, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of this offering.
Liquidity and Capital Resources
Our liquidity needs have been satisfied prior to the completion of this offering through the capital contribution from our sponsor of $25,000 to purchase the founder shares, and up to $300,000 in loans available from our sponsor under an unsecured promissory note. As of January 26, 2021, there were no borrowings outstanding under the promissory note.
We estimate that the net proceeds from the sale of the units in this offering and the sale of the private placement warrants for an aggregate purchase price of $4,175,000 (or $4,456,250 if if the underwriters’ over-allotment option is exercised in full), after deducting offering expenses of approximately $1,000,000 and underwriting commissions of $2,500,000 (or $2,875,000 if the underwriters’ over-allotment option is exercised in full) (excluding deferred underwriting commissions of $5,625,000, or $6,468,750 if the underwriters’ over-allotment option is exercised in full), will be $127,550,000 (or $146,487,500 if the underwriters’ over-allotment option is exercised in full). $126,250,000 (or $145,187,500 if the underwriters’ over-allotment option is exercised in full) will be held in the trust account, which includes the deferred underwriting commissions described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 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. The remaining approximately $1,300,000 will not be held in the trust account. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.
We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (excluding deferred underwriting commissions), to complete our initial business combination. We may withdraw interest to pay our taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the interest earned on the amount in the trust account will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to
complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. Prior to the completion of our initial business combination, we will have available to us the approximately $1,000,000 of proceeds held outside the trust account. We will use these funds to primarily identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
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 prior to our initial business combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. 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 $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
We expect our primary liquidity requirements during that period to include approximately $380,000 for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations; $75,000 for legal and accounting fees related to regulatory reporting requirements; $75,000 for Nasdaq and other regulatory fees; $75,000 for consulting, travel and miscellaneous expenses incurred during the search for a business combination target; and approximately $395,000 for general working capital that will be used for miscellaneous expenses and reserves.
These amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust 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 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, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.
Moreover, we may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business
combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
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. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer an emerging growth company would we be required to comply with the independent registered public accounting firm attestation requirement. Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirement.
Prior to the closing of this offering, we have not completed an assessment, nor has our independent registered public accounting firm tested our systems, of internal controls. We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized target businesses we may consider for our initial business combination may have internal controls that need improvement in areas such as:
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staffing for financial, accounting and external reporting areas, including segregation of duties;
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reconciliation of accounts;
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proper recording of expenses and liabilities in the period to which they relate;
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evidence of internal review and approval of accounting transactions;
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documentation of processes, assumptions and conclusions underlying significant estimates; and
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documentation of accounting policies and procedures.
Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expenses in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.
Once our management’s report on internal controls is complete, we will retain our independent registered public accounting firm to audit and render an opinion on such report when required by Section 404 of the Sarbanes-Oxley Act. The independent registered public accounting firm may identify additional issues concerning a target business’s internal controls while performing their audit of internal control over financial reporting.
Quantitative and Qualitative Disclosures about Market Risk
The net proceeds of this offering and the sale of the private placement warrants held in the trust account will be invested in U.S. government treasury obligations with a maturity of 185 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. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
We will account for the 10,425,000 warrants to be issued in connection with this offering (the 6,250,000 warrants included in the units and the 4,175,000 private placement warrants, assuming the underwriters' over-allotment option is not exercised) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, we will classify each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in our statement of operations. The warrants are also subject to re-evaluation of the proper classification and accounting treatment at each reporting period. Accordingly, changes in the fair value of the warrants each reporting period are adjusted through earnings, subjecting us to non-cash volatility in our results of operations.
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results
As of January 26, 2021, 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 not conducted any operations to date.
JOBS Act
The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the independent registered public accounting firm’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of this offering or until we are no longer an “emerging growth company,” whichever is earlier.
PROPOSED BUSINESS
General
We are a newly incorporated blank check company, incorporated as a Cayman Islands exempted company, incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. While we may pursue an initial business combination with a company in any industry or geography, we intend to focus our search on opportunities in certain highly specialized fields within the technology sector across North America, Europe and Asia.
Overview
The Company plans to take a differentiated approach compared to the recent plethora of special purpose acquisition company (“SPAC”) issuances by focusing its initial business combination search on the following industry segments:
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Aerospace, satellites, and space exploration;
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Quantum computing and chemistry;
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Artificial intelligence (“AI”) and machine learning (“ML”);
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Cybersecurity; and
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Blockchain and digital currencies.
We will not be limited to any particular industry, sector or geographic region in our identification and acquisition of a business combination target. However, we believe that we have created a significant competitive advantage compared to other SPACs that have chosen to pursue potential business combinations with a much wider targeted mandate. With nearly 300 active SPACs as of January 31, 2021 still searching for a business combination, target companies have never had more choices nor do they necessarily know which SPACs to approach. By assembling a management team and board of directors with highly successful operating and investing track records in the industries we seek to pursue, we believe that we will be the preferred SPAC partner for the highest quality assets within our focus areas. In addition, our management team and board of directors have vast experience both investing in and leading various organizations, both public and private, and domestic and international government agencies. This experience base affords us the opportunity to leverage our robust network of contacts to execute our focused strategy across the globe.
We also intend to concentrate our efforts on identifying businesses with enterprise values less than $1.25 billion. We believe that this segment of the market is underserved and has greater valuation arbitrage opportunities and more favorable competitive dynamics compared to many SPACs that are targeting assets with enterprise values greater than $2 billion. In 2020, the average SPAC initial public offering (“IPO”) raised gross proceeds of $336 million. Raising less capital in our IPO will enable us to offer target companies at our preferred valuation range a more compelling transaction structure versus larger SPACs that may be seeking a similar asset. In addition, we can maintain a higher degree of agility and flexibility should we choose to pursue a business with an enterprise value greater than $1.25 billion by leveraging our public stock as additional currency for the merger consideration.
We believe we have the right team, strategy and market opportunity to identify, acquire and manage a “best-in-class” business with the ultimate mandate of delivering an attractive return to all stakeholders.
Management and Board
Our team is comprised of highly successful investors and operators who, collectively, have a proven track record of identifying and capitalizing on emerging technological trends. While this positions us well to source and acquire potential targets, we also expect to deliver significant value to the target company’s management team post-acquisition by sharing our unique experiences and network in order to support continued growth and value creation opportunities.
Thane Ritchie, Chairman
Mr. Ritchie has extensive experience in both public and private markets in all phases of company growth including seed capital, growth capital, secondary markets, mergers and acquisitions (“M&A”), trade sales and public exits.
Mr. Ritchie has participated in early stage / venture funding and investing in the pre-IPO stages of companies such as Facebook, Cambridge Quantum Computing, Twitter, eHarmony, Spotify, Pinterest, and StubHub. He also has provided private capital solutions to Fortune 100 companies like Shell Oil and Allstate. Mr. Ritchie has significant experience in vetting companies for potential acquisitions and has developed several innovative funding models. He has over a decade of experience in the SPAC marketplace specifically in private investment in public equity (“PIPE”) transactions, warrants and the de-SPAC process.
Mr. Ritchie has served on multiple private company boards and currently is CEO and sits on the board of Global Investment Capital Corp (TSX: GLIN). Mr. Ritchie attended both Fullerton College and Duke University and graduated with a B.A. from Wheaton College.
Randy Brinkley, Chief Executive Officer and Director Nominee
Mr. Brinkley established Brinkley & Associates Company as a private investment and aerospace consulting firm in August 2004. Mr. Brinkley is also a limited partner and member of the Operational Executive Board for J.F. Lehman Company LLC, a private defense and aerospace equity investment firm. Mr. Brinkley is also a member of the U.S. Space Board of Directors.
Mr. Brinkley was formerly President of Boeing Satellite Systems Inc. (“BSS”), the world’s largest manufacturer of commercial communication satellites. Prior to that, he was the Senior Vice President of Programs for Hughes Space and Communications Company. Mr. Brinkley was the NASA Program Manager for the International Space Station (“ISS”) from 1994 until 1999. At NASA, Mr. Brinkley was responsible for the design, development, test, launching, and on-orbit assembly of the ISS elements as well as the integration of Russia’s participation in the ISS Program. Before his assignment as Program Manager for the ISS, Mr. Brinkley was the Mission Director of the Hubble Space Telescope Repair Mission. From 1990 to 1992, Mr. Brinkley managed research and development activities for Advanced Aircraft systems and technologies at the McDonnell Douglas Aircraft Company.
Mr. Brinkley served in the U.S. Marine Corps for 25 years before retiring as a Colonel. As a company commander, Mr. Brinkley led combat operations in the Republic of Vietnam before entering the U.S. Air Force pilot training program. After being designated a Naval Aviator, Mr. Brinkley was selected as the Navy’s Flight instructor of the Year and later earned the designation of Marine Corps Aviator of the Year in 1976. Mr. Brinkley has flown more than 4,000 hours in 42 types of aircraft, which include the F-18 Hornet, AV-8B Harrier, and the F-4 Phantom. As a Marine Aviator, Mr. Brinkley commanded a F-4 fighter squadron as well as the prestigious Marine Aviation Weapons and Tactics Squadron and later an air group of seven F-18 squadrons. Mr. Brinkley received his B.S. degree from the University of North Carolina and a M.S. degree from Boston University and graduate level studies in strategic defense and international relations at the Naval War College. Mr. Brinkley also graduated the Marine Corps School of Engineering and, as a Marine Corp Aviator, he graduated from the Navy Fighter Weapons School (TOPGUN). He also graduated from the Marine Corp Amphibious Warfare School and NATO Defense College. In addition, Mr. Brinkley also was a Strategic Studies Fellow at the Naval War College.
Mr. Brinkley has received awards for his outstanding achievement in aerospace, including the NASA Distinguished Service Medal and two NASA Outstanding Leadership Medals. Mr. Brinkley was also awarded the 1993 Aviation Week and Space Technology Laurels Award, the National Aviation Association’s Robert J. Collier Trophy in 1993 for his efforts as Mission Director of the Hubble Telescope Repair Mission. He was subsequently inducted into the Smithsonian’s Aviation Hall of Fame for his efforts as Program Manager of NASA’s International Space Station. Mr. Brinkley has also received the Space Achievement Award from the U.S. Space Foundation and the Nelson P. Jackson Aerospace Award from the National Space Club. Mr. Brinkley was also awarded his second Robert J. Collier Trophy as a member of the ISS program team for NASA.
Paul Wolfe, Chief Operating Officer
Mr. Wolfe has deep experience in both public and private markets and in all phases of company growth including seed capital, growth capital, secondary markets, M&A, trade sales, PIPE transactions, warrants, and public exits. As a Principal for over a decade at Ritchie Capital Management, a global multi-strategy alternative investment platform, Mr. Wolfe managed its private equity / venture capital, real estate, energy, and insurance teams. Additionally, Mr. Wolfe is the former COO of Mission Measurement, a leading strategy advisory firm recognized globally for its leadership in the design, measurement, and evaluation of the investments of corporations, foundations, and governments targeting a social impact. Mr. Wolfe also worked at GE Capital, where he served as Deal Manager for several GE investments in telecommunications in Latin America and Europe. Post-transaction service included appointment as Board Director and the Integration Manager (Interim COO) for several GE investments in the region. At Bain & Company, Mr. Wolfe served as a strategy consultant in the U.S. and Brazil. He holds a B.A. from Williams College and a M.B.A. from the University of Chicago Booth School of Business.
Andy Lester, Chief Risk Officer
Mr. Lester has over 40 years of experience building and managing businesses and both training and hiring the individuals within the business units. His background is diverse having started in public accounting, working as an analyst then a manager for Fortune 500 companies before moving to Wall Street.
He, along with his brother, built a 10 person team at Donaldson, Lufkin & Jenrette (“DLJ”) that specialized in providing research coverage to hedge funds, family offices, and managing retail capital for 17 years. After DLJ was sold to Credit Suisse, their team moved to ABN-AMRO where he was Managing Director and Co-Head of Hedge Fund sales and research.
After, he was COO of Sigma Capital, a division of SAC Capital Advisors and later a Portfolio Manager at the firm, responsible for investing in syndicate deals globally. He was COO of Convector Capital and Co-founder of two hedge funds. He was Co-Head Origination & Investments at ShareNett.
He earned a B.S. in Accounting from Brooklyn College, a M.B.A. from the State University of New York at Albany and is a certified public accountant (“CPA”) in New York State.
Josh Lewis, Chief Information Officer
Mr. Lewis has 25 years of experience evaluating, implementing, designing and building software, data analytics, and machine learning systems for leading organizations in several industries around the world, including financial services, health care, oil and gas, natural resources, utilities, government, and construction. As CEO of Level49, a consulting group, he advises investment funds on software, AI, and analytics companies, testifies as an expert witness in technology litigation, and provides technology services. He also teaches graduate students at the Center for Technology Management at Columbia University, where he is a mentor.
Prior to Level49, he was the Chief Technology Officer (“CTO”) at Enstoa, a global technology consulting firm serving the capital projects industry. Responsible for technology strategy, product development and project delivery, he led the firm’s growth from its inception to become a leading technical integrator in its space.
Previously, he led data engineering and analytics at Davidson Kempner Capital Management, an alternative asset management firm, and drove technology initiatives at CIBC World Markets, a global investment bank.
Mr. Lewis received a B.A. in Psychology from UC San Diego, where he did graduate work with pioneering researchers in artificial intelligence building neural network models of language acquisition and processing. He also graduated from the global executive M.B.A. program at Columbia Business School and London Business School.
Nathan Smith, Chief Financial Officer
Mr. Smith brings extensive leadership experience in operations, fund management, financial analysis, and strategic consulting across a number of industries.
Mr. Smith serves as the Managing Director and CFO of 60 Degrees, a provider of strategic financial capital and human resources to alternative investment funds, family offices, and their underlying portfolio companies. 60 Degrees Group has operations in the United States, Cayman Islands, Canada and Malta. Mr. Smith serves on the board of a number of the portfolio companies, both public and private, including those specializing in technology, real estate and financial sectors. Mr. Smith also runs a successful real estate development operation specializing in residential and multi-use sites within the Cayman Islands and midwestern United States.
Prior to 60 Degrees Group, Mr. Smith was the Managing Director of a private fiduciary company providing independent directorships and trustee services to alternative investment funds and portfolio companies. He was also the Senior Vice President of a privately held, full-service bank overseeing analysis and allocation.
Prior to his time at the private bank, Mr. Smith was a manager with PricewaterhouseCoopers, focusing on providing strategic services to alternative investment funds. He also spent four years as an Active Duty Airman in the United States Air Force where he specialized in deploying information technology in forward locations and intrusion detection / penetration testing.
Mr. Smith is involved with several charitable organizations, notably serving on the board of the Cayman Islands chapter of 100 Men Who Give a Damn. Mr. Smith is a licensed CPA in the State of New Jersey, holds the TEP designation from the Society of Trust and Estate Professionals and received an M.B.A. in Finance from Monmouth University.
Ken Rosenblum, General Counsel and Secretary
Mr. Rosenblum has been our General Counsel and Secretary since January 2021. Mr. Rosenblum is a New York City-based corporate and securities attorney with over 25 years of broad experience in mergers and acquisitions, debt and equity capital markets, senior lending, venture capital, private equity, private investment funds and SEC regulatory and compliance matters. Mr. Rosenblum currently advises a family office on their venture capital and private equity investments. Previously, he served as the General Counsel of Ritchie Capital Management, a global multi-strategy alternative investment platform, and was a partner at Sonnenschein in New York City, where he advised public and private companies and completed transactions in numerous industries including media, telecom, technology, energy, healthcare and insurance. Mr. Rosenblum began his legal career as a corporate lawyer at the New York and London offices of Weil Gotshal & Manges LLP and Fried, Frank, Harris, Shriver & Jacobson LLP. He has also worked in Silicon Valley representing tech and biotech start-up companies.
Mr. Rosenblum is licensed to practice law in the State of New York. Mr. Rosenblum received a B.A. from Lehigh University and a J.D. from Fordham University School of Law. He is an active supporter of several local institutions and organizations, including The Horace Mann School.
The following Director nominees will join the board upon closing of this offering.
Petros Kitsos, Director Nominee
Mr. Kitsos is currently the Managing Principal TBL Strategy, a strategic advisory firm, and Co-Founder and Principal of The KT Family Trust, a private investment trust. Mr. Kitsos is widely acknowledged as one of the pre-eminent strategy and merger experts in the aerospace, alternative energy, and diversified industrial sectors and his advisory and transactional involvement has contributed to the significant and successful growth of a variety of companies in those sectors in the past thirty years.
Mr. Kitsos enjoyed a distinguished 16-year career in investment banking with Citigroup, Salomon Smith Barney, and Salomon Brothers where, among other responsibilities, he served as Head of the Global Defense & Aerospace Group, Head of Western Region Mergers & Acquisitions, and Co-Head of the Los Angeles office.
The KT Family Trust is a private investment entity that undertakes minority investments in businesses focused on industrial manufacturing and energy independence. TBL Strategy provides strategic advisory services to C-level executives across a broad array of industries since its establishment 13 years ago.
Mr. Kitsos presently serves as Independent Director of Sonnedix Power Holdings Ltd. and NGFCU, a federally chartered credit union. In addition, Mr. Kitsos served as Alumni Trustee of Hamilton College from 2004 to 2008 and as Alumnus Trustee of Anatolia High School from 1999 to 2003. He also served from 2006 until 2011 as Director and chair of the Compensation Committee of a public company in which the Trust was a significant investor. He has also served on the Boards of multiple private companies in which the Trust or an affiliate was, or continues to be, an investor.
Mr. Kitsos’ involvement in the space access and exploration industry spans more than twenty-five years with projects and investments in the following companies and / or transactions: Galaxy Latin America, Kistler Aerospace, Hughes Aircraft Company, Boeing / Hughes Space, DirecTV, Rocketplane, Resource21, ULA, GenCorp / Aerojet / ARC, Spacehab/Astrotech, Northrop Grumman / TRW, ATK / Thiokol / Orbital Sciences, Scaled Composites, ,PR Spaceport, Jacobs, URS / EG&G, Wyle Labs and Aerojet Rocketdyne, as well as several emerging space exploration companies under NDAs.
Mr. Kitsos is a Phi Beta Kappa graduate of Hamilton College (1988), and holds an M.B.A. with honors from Harvard Business School (1992). He also attended St. Antony’s College, Oxford.
Dan Tapiero, Director Nominee
Mr. Tapiero is currently the CEO and Managing Partner of 10T Holdings, a fund that he is launching that will own private equity of mid-to late-stage companies operating in the digital asset ecosystem.
He is also the Managing Partner of DTAP Capital Advisors, a global macro investment fund he launched in 2004 that currently holds his personal investments.
He is the Co-Founder and current board member of Gold Bullion International (“GBI”) (2009), an institutional-grade physical precious metals platform that is integrated with the world’s top wealth managers, custodians, and e-commerce companies. The company has grown to become a large vaulter of gold outside of the banking system. The firm also expanded into the cryptocurrency universe in 2014.
Mr. Tapiero was also a co-founder (in 2006) along with Stan Druckenmiller and Goldman Sachs of the Agricultural Company of America (“AGCoA”), one of the largest private farmland REITs in the United States. In his 28-year career, Mr. Tapiero has worked as a Global Macro Portfolio Manager and Analyst with a number of well-known investors, such as Stan Druckenmiller (Duquesne Capital), Michael Steinhardt (Steinhardt Capital), Julian Robertson (Tiger Management), Steve Cohen (SAC Capital), and Lord Rothschild (RIT Capital).
Mr. Tapiero graduated Phi Beta Kappa from Brown University, where he also earned his master’s degree in European History. He has been on the board of trustees of the Lawrenceville School for the past 11 years and currently chairs the investment committee.
Ray Conley, Director Nominee
Mr. Conley is the CEO of Benetic Inc., a financial services technology company serving the retirement market. Over the past 25 years, Mr. Conley has led technology companies across multiple industry sectors including financial services, enterprise software, and aerospace. Previously, Mr. Conley led a specialty finance firm, Finance Technology Leverage LLC and Creekstone Capital Management, a registered investment advisor. Prior to Creekstone, Mr. Conley was a fund manager at Palo Alto Investors and a private equity and venture capital partner at Oak Hill Capital.
He has led over two dozen venture capital and leveraged buyout investments creating over $6 billion in market value, including Financial Engines (NASDAQ: FNGN), Telephia (NASDAQ: NLSN), and Limelight Networks (NASDAQ: LLNW). Mr. Conley began his career as a satellite propulsion engineer at Hughes Aircraft Company and later joined McKinsey & Company.
Mr. Conley currently serves on the board of directors of Reciprocity, Inc., the leading software provider of governance, risk, and compliance for information security. Ray received his B.S. and M.S. in Aerospace Engineering with a concentration in Economics from Massachusetts Institute of Technology. He is the inventor of the air-breathing ion rocket engine and has published research on the cause of aortic aneurysms.
Ray is a member of the Honorable Order of Kentucky Colonels and is a holder of the right to use the Chartered Financial Analyst designation.
Dr. Mark Mykityshyn, Director Nominee
Dr. Mykityshyn is the CEO and Managing Partner of Endeavor Technology Group, LLC, a private investment firm that provides flexible capital solutions and strategic support for middle-market, technology-centric businesses in the aerospace, defense, and cybersecurity sectors.
Dr. Mykityshyn possesses a unique background derived from his experience and demonstrated performance over the past 30 years in building and leading diverse teams in the military, academia, and business. Prior to Endeavor, he co-founded and managed three companies, including two investment firms. At the nexus of his experience base is an expansive understanding of technology and the unique ability to make substantive intellectual contributions while applying that knowledge to investment finance. His knowledge of aerospace-related network architectures and complex dynamic systems led to investment focus areas as a two-time fund manager that included cybersecurity, sensor / data analytics, command and control technologies, and intelligence, surveillance, reconnaissance-related technologies. He also worked with NASA on the design of a multifunction electronic display system that was implemented into the Space Shuttle fleet.
In his various roles, he has served as Managing Partner, CEO, Chairman, Co-Chairman, and Executive Chairman, developing and executing strategies to help orchestrate substantive exits for multiple companies. Among others, he: co-founded Backwire, Inc., that sold to Leap Wireless International (NASDAQ: LWIN); co-wrote the business plan for the company that became WebMD (NASDAQ: WBMD); was on the pre-finance team and investor #4 in Endeca Technologies, Inc., a $1 billion+ sale to Oracle Corporation (NASDAQ: ORCL); helped lead the growth of DataPath, Inc. as Co-Chairman to over 500 employees and a $300 million revenue run rate within 20 months, resulting in the institutional IPO of the company.
Dr. Mykityshyn served in the military as a Marine Corps officer and Naval Aviator. His civilian participation in national security affairs includes serving as the Chairman of the U.S. Army War College Board of Visitors, and as a member of or advisor to the Naval Research Advisory Committee, the Defense Science Board, the Air Force Scientific Advisory Board, and NASA’s Advisory Council. He is currently a Senior Fellow in the Center for Business and Public Policy at Georgetown University. He is also a member of The George Washington University’s Research Advisory Board, and a member of the National Advisory Council for its School of Engineering and Applied Sciences.
A graduate of the U.S. Naval Academy, he earned his Doctorate in Systems Engineering, minor in Aerospace Engineering, from the Georgia Institute of Technology. He also earned a Master’s degree from the Science, Technology & Public Policy Program at Harvard’s Kennedy School of Government, and the degrees of Engineer of and Master of Science in Aeronautics and Astronautics from the Massachusetts Institute of Technology.
Dan Webb, Director Nominee
Dan Webb is a trial attorney and co-executive chairman of Winston & Strawn LLP. Prior to joining the firm in 1985, Mr. Webb served as the U.S. Attorney for the Northern District of Illinois. His practice concentrates in the areas of major commercial, civil, regulatory and white-collar criminal cases. Mr. Webb has been appointed by courts to act as a Special Prosecutor or in a similar capacity on five occasions. Mr. Webb has received numerous awards and recognitions, including BTI Client Service All-Star in 2017, and he was a 2010 recipient of the Inns of Court Professionalism Award. Mr. Webb is a Fellow of the American College of Trial Lawyers and the International Academy of Trial Lawyers. Mr. Webb previously served on the board of directors from Equal Justice Works from 2011 to 2017 and in 2008 he chaired the Chicago Bar Association’s Campaign for Justice. Mr. Webb is also on the board of directors of The Shirley Ryan Rehabilitation Institute since 2018. Mr. Webb earned his JD from Loyola University, Chicago.
Our Forward Purchase Agreement
We believe our ability to complete our initial business combination will be enhanced by the additional security we bring by entering into a forward purchase agreement with the forward purchase investor pursuant
to which the forward purchase investor has agreed to purchase, in the aggregate, up to $50,000,000 of forward purchase shares. Each forward purchase share will consist of one Class A ordinary share at a purchase price of $10.00 per share, and will be sold in a private placement concurrently with the closing of our initial business combination. The amount of forward purchase shares sold pursuant to the forward purchase agreement will be subject to the forward purchase investor’s sole discretion.
The forward purchase shares will generally be identical to the Class A ordinary shares included in the units being sold in this offering, except that they will be entitled to certain registration rights, as described herein.
We believe our committed capital ensures alignment with shareholders and will make us more attractive to a potential business combination target.
Business Strategy
We have assembled a highly specialized team of managers, operators, investors and advisors with deep public and private company experience in our sector focus areas which, we believe, uniquely positions us to attract the highest quality assets in those market sectors. Our business strategy entails the identification and completion of an initial business combination with a company that stands to benefit substantially from the managerial and operational experience, past successes, vast network and global reach of our management team and board of directors.
Our Chairman and founder, Thane Ritchie, is a renowned financial industry veteran and “serial entrepreneur” with broad experience as a founder, investor and operator of companies of all sizes. As both an investor and operator, Mr. Ritchie possesses a vast network of relationships that provides him access to “first look” opportunities in both the public and private markets. Mr. Ritchie also has significant experience in vetting companies for potential M&A opportunities. He has developed several innovative funding models and has more than a decade of experience in the SPAC marketplace with a specific focus in PIPE transactions and the de-SPAC process.
Our strategy revolves around seeking targets in the following sectors:
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Aerospace, satellites and space exploration;
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Quantum computing and chemistry;
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Artificial intelligence and machine learning;
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Cybersecurity; and
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Blockchain and digital currencies.
The global space economy is projected to grow from ~$360 billion today to more than $1 trillion by 2040 as the industry expands to meet growing demand from customers looking for internet bandwidth, national security, research, hypersonic point-to-point transport, and deep space exploration solutions. The global quantum cryptography industry is projected to grow from ~$0.4 billion in 2020 to ~$16 billion by 2030, representing a ~45% compounded annual growth rate (“CAGR”) driven by rising demand for information security and quantum supremacy. In the near term, the global machine learning market is projected to grow from ~$5.2 billion in 2021 to ~$13.9 billion by 2024, representing a CAGR of ~28% as enterprise investments in upgrading IT infrastructure and an increasing adoption of advanced technologies occur at an accelerated pace. Furthermore, the global cybersecurity market is projected to grow from $173 billion in 2020 to $270 billion by 2026, representing a CAGR of ~8% as work from home environment security concerns lead to additional cybersecurity spending on solutions including end-point security, firewalls, virtual private networks, and multi-factor authentication. The global blockchain technology market is projected to grow from ~$2.5 billion in 2020 to ~$10.7 billion by 2024, representing a CAGR of ~44% as increased adoption from consumers in the banking, financial services, insurance, government and healthcare sectors occurs.
These industries tend to be highly technical in nature and require certain levels of sophisticated knowledge in order to effectuate meaningful value creation strategies. In addition, the underlying technologies powering these sectors have experienced rapid and disruptive development that are unlocking next generation applications and use cases that will drive strong demand for these solutions over the next
decade and beyond. Our management team and board of directors are uniquely qualified to understand these trends and will be able to identify and add value to those assets that stand the best chance to generate attractive returns to our shareholders.
We also intend to concentrate our efforts on identifying businesses with enterprise values of less than $1.25 billion and may be located outside of the U.S. We believe this segment of the market has greater sourcing inefficiencies as companies of this scale and geographic “footprint” tend to be overlooked. Our core competencies and international Rolodex will allow us to identify opportunities earlier, move faster, and catalyze more accretive value creation strategies versus our competition. In addition to potential business combinations we may identify on our own, we also anticipate that our focused mandate and pedigreed team will generate inbound leads from various sources outside of our network, including investment market participants, private equity and venture capital groups, investment banking firms, consultants, and large business enterprises seeking to divest non-core assets or divisions.
The Company team possesses the following characteristics necessary to execute on our business strategy:
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Extensive leadership experience: Our management team and board of directors have held leadership positions at and invested in some of the world’s most cutting edge and forward thinking public and private companies in our core focus areas.
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Access to proprietary deal flow: As both lead investors and operators with deep relationships across the globe, we have consistent access to unique opportunities before they become more widely available to others.
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Deep-pocketed network: Our network includes asset managers who collectively manage billions of dollars, allowing us to support fully the strategies we wish to implement and provide target companies with deal certainty.
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Focus on aligning interests: We have a deep commitment to providing win-win scenarios for all stakeholders and will focus on generating attractive outcomes for our investors as well as the target company’s shareholders, employees and customers.
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Extensive investing and M&A experience: Our team has completed numerous investments and transactions with companies through their lifecycle, including seed and growth equity rounds, IPOs, integrating acquisitions and several SPAC and de-SPAC transactions.
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Track record of value creation: We have a long history of generating substantial risk-adjusted returns for our shareholders across public and private markets and through many business cycles over the last several decades.
Business Combination 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 initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more companies that we believe:
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can be significant leaders in aerospace, satellites and space exploration, quantum computing and chemistry, artificial intelligence and machine learning, cybersecurity, or blockchain and digital currencies;
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are technology first companies with strong portfolios of intellectual property, trade secrets and know-how;
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have strong, experienced and well-rounded management teams already in place;
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operate in large total addressable markets with compelling secular industry growth drivers;
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have a compelling financial profile with strong organic revenue growth and profitable underlying unit economics;
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have significant organic and inorganic growth opportunities that can be accelerated by going public;
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possess sustainable competitive advantages and defensible market positions with strong barriers to entry;
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have an initial enterprise value of less than $1.25 billion;
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maintain operations in North America, Europe or Asia; and
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will offer an attractive risk-adjusted rate of return for our stockholders.
We also anticipate offering the following benefits to our business combination partner:
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Partnership with our management team and board of directors who have extensive and proven experiences in leading, operating and investing in world-class companies in our focus areas;
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Access to our vast network of contacts and relationships across the globe to accelerate growth initiatives;
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Access to deep-pocketed, fundamental investors who can provide confidence with respect to deal closure and long-term support of implementing management’s strategy;
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Increased market presence and a raised company profile to improve credibility with customers, suppliers, employees, and investors by virtue of going public;
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De-risk existing shareholders while maintaining upside through equity rollover and creative transaction structuring;
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A listed public currency for future acquisitions and quick access to the capital markets to support organic growth opportunities;
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Ability to motivate and retain key employees with a more liquid stock-based compensation program; and
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Ability for the existing management team to retain control and accelerate their long-term vision.
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 will also utilize our operational and capital planning experience.
The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.
We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event that we seek to complete an initial business combination with a target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view.
Members of our management team and our independent directors will directly or indirectly own founder shares and/or private placement warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation
of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.
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 Cayman Islands law. Our memorandum and articles of association 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 the company and it is an opportunity that we are able to complete on a reasonable basis. However, we do not believe that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.
In addition, our sponsor and our officers and directors may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, the members of our management team have agreed not to participate in the formation of, or become an officer or director of, any other special purpose acquisition company with a class of securities registered under the Exchange Act until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) after the closing of this offering. We do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.
Initial Business Combination
Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects.
We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the 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 shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of
our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the 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 date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
Corporate Information
We are 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 (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 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter; and (2) the date on which we have issued more than $1.0 billion in non-convertible debt 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 ordinary shares held by non-affiliates exceeds $250 million as of the end of that fiscal year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that fiscal 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.
Our executive offices are located at 23 Lime Tree Bay, P.O. Box 1569, Grand Cayman, Cayman Islands, KY-1110 and our phone number is (345) 926-4915. Upon completion of this offering, our corporate website address will be www.ariescorp.io. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus forms. You should not rely on any such information in making your decision whether to invest in our securities.
Financial Position
With funds available for a business combination initially in the amount of $120,625,000 (assuming no redemptions), after payment of $5,625,000 of deferred underwriting fees (or $138,718,750 (assuming no redemptions) after payment of $6,468,750 of deferred underwriting fees if the underwriters’ over-allotment option is exercised in full), we offer a target business a variety of options such as creating a liquidity event for its owners, 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 complete 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, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.
Evaluation of a Target Business and Structuring of Our Initial Business Combination
In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.
The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination.
Lack of Business Diversification
For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:
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subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and
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cause us to depend on the marketing and sale of a single product or limited number of products or services.
Limited Ability to Evaluate the Target’s Management Team
Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.
We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.
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 additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.
Shareholders May Not Have the Ability to Approve Our Initial Business Combination
We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our memorandum and articles of association. However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder approval for business or other reasons.
Under Nasdaq’s listing rules, shareholder approval would be required for our initial business combination if, for example:
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we issue (other than in a public offering for cash) ordinary shares that will either (a) be equal to or in excess of 20% of the number of ordinary shares then outstanding or (b) have voting power equal to or in excess of 20% of the voting power then outstanding;
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any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or
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the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.
Permitted Purchases of Our Securities
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, initial shareholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants 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 our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. 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. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.
In the event that our sponsor, initial shareholders, 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 any such purchases of shares could 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. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.
In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants 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, initial shareholders, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our initial shareholders, officers, directors 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 (in the case of Class A ordinary shares) following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors, advisors 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 our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the shareholder meeting related to our initial business combination. Our sponsor, executive officers, directors, advisors or any of their affiliates will select which shareholders to purchase shares from based on a negotiated price and number of shares and any other factors that they may deem relevant, and will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws. Our sponsor, officers, directors and/or their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) of, or Rule 10b-5 under, the Exchange Act. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject to such reporting requirements.
Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination
We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.10 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our initial shareholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares they may hold in connection with the completion of our initial business combination.
Limitations on Redemptions
Our memorandum and articles of association 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. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with
our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.
Manner of Conducting Redemptions
We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed initial business combination or conduct 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 require us to seek shareholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and stock purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding ordinary shares or seek to amend our memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.
The requirement that we provide our public shareholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a special resolution being (i) the affirmative vote of at least a two-thirds (2/3) majority of the votes bast by the holders of the issued ordinary shares present in person or represented at a general meeting of the company and entitled to vote on such matter or (ii) a unanimous written resolution of the shareholders entitled to vote on such matter.
If we provide our public shareholders with the opportunity to redeem their public shares in connection with a shareholder meeting, we will:
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conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A under the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
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file proxy materials with the SEC.
If we seek shareholder approval, we will complete our initial business combination only if a majority of the outstanding ordinary shares voted are voted in favor of the initial 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. Our initial shareholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding ordinary shares voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial shareholders’ founder shares, we would need only 4,687,501, or 37.5%, of the 12,500,000 public shares sold in this offering (or 5,390,625, or 37.5%, of the 14,375,000 public shares sold in this offering if the underwriters’ over-allotment option in exercised in full) to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial business combination. Each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a shareholder on the record date for the shareholder meeting held to approve the proposed transaction.
If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:
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conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, which regulate issuer tender offers, and
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file tender offer documents with the SEC prior to completing our initial business combination, which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A under the Exchange Act, which regulates the solicitation of proxies.
In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.
Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.
We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target business, we will promptly return any certificates or shares delivered by public shareholders who elected to redeem their shares.
Our memorandum and articles of association 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. In addition, our proposed initial business combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares in connection with such initial business combination, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.
Limitation on Redemption Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our memorandum
and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares, without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination 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. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in this offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
Delivering Stock Certificates in Connection with the Exercise of Redemption Rights
As described above, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have up to two business days prior to the vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares.
There is a nominal cost associated with the above-referenced process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the broker submitting or tendering shares a fee of approximately $80.00 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 submit or 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.
Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable. 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 shareholders 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 initial business combination is not completed, we may continue to try to complete an initial business combination with a different target until 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering.
Redemption of Public Shares and Liquidation if No Initial Business Combination
Our memorandum and articles of association will provide that we will have only 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 12-month period (or up to 18 months if we extend the period of time to consummate a business combination) or during any Extension 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 funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (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 our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 12-month (or up to 18 months if we extend the period of time to consummate a business combination) time period.
Our initial shareholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our memorandum and articles of association. However, if our initial shareholders, sponsor or management team 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 complete our initial business combination within the allotted 12-month time period (or up to 18 months if we extend the period of time to consummate the business combination).
Our initial shareholders, sponsor, officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our memorandum and articles of association 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 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time.
We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $1,000,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not
required to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.
If we were to expend all of the net proceeds of this offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.10. However, the proceeds deposited in the trust account could become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.10. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.
Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances. 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 management is unable to find a service provider willing to execute a waiver. The underwriters of this offering and our independent registered public accounting firm will not execute agreements with us waiving such claims to the monies held in the trust account. 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. In order to protect the amounts held in the trust account, 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 entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.10 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.10 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.10 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would
determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.10 per share.
We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to approximately $1,300,000 from the proceeds of this offering with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.
If 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 shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.10 per share to our public shareholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders 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 shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.
Our public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate the business combination) from the closing of this offering, (ii) in connection with a shareholder vote to amend our memorandum and articles of association 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 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our memorandum and articles of association, like all provisions of our memorandum and articles of association, may be amended with a shareholder vote.
Comparison of Redemption or Purchase Prices in Connection with Our Initial Business Combination and if We Fail to Complete Our Initial Business Combination
The following table compares the redemptions and other permitted purchases of public shares that may take place in connection with the completion of our initial business combination and if we are unable
to complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering.
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Redemptions
in Connection
with our Initial
Business Combination
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Other
Permitted
Purchases of Public
Shares by our Affiliates
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Redemptions if
we fail to Complete
an Initial Business
Combination
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Calculation of redemption price
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Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.10 per share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001.
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If we seek shareholder approval of our initial business combination, our initial shareholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our initial shareholders, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.
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If we are unable to complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.10 per share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares.
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Redemptions
in Connection
with our Initial
Business Combination
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Other
Permitted
Purchases of Public
Shares by our Affiliates
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Redemptions if
we fail to Complete
an Initial Business
Combination
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Impact to remaining shareholders
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The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions 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 would be no impact to our remaining shareholders because the purchase price would not be paid by us.
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The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions.
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Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419
The following table compares the terms of this offering to the terms of an offering by a blank check company subject to the provisions of Rule 419. This comparison assumes that the gross proceeds, underwriting commissions and underwriting expenses of our offering would be identical to those of an offering undertaken by a company subject to Rule 419, and that the underwriters will not exercise their over-allotment option. None of the provisions of Rule 419 apply to our offering.
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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Escrow of offering proceeds
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$126,250,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee and JP Morgan Chase Bank, N.A. as investment manager.
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Approximately $105,187,500 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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$126,250,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 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.
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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
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Interest on funds in escrow account would be held for the sole
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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shareholders is reduced by (i) any taxes paid or payable and (ii) 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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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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Limitation on fair value or net assets of target business
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We must complete one or more business combinations having an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination.
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The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.
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Trading of securities issued
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The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Wells Fargo Securities, LLC and Kingswood Capital Markets inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin.
We will file the Current Report on Form 8-K promptly after the closing of this offering, which closing is anticipated to take place three business days from the date of this prospectus. If the 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 over-allotment option.
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No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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Exercise of the warrants
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The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering.
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The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.
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Election to remain an investor
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We will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to 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 earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a shareholder vote. If we are not required by law and do not otherwise decide to hold a shareholder vote, we will, pursuant to our memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares voted are voted in favor of the business
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A prospectus containing information pertaining to the business combination 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 a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued.
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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combination. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.
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Business combination deadline
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If we are unable to complete an initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) 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 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 us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (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 our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the requirements of other applicable law.
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If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors.
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Release of funds
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Except for the withdrawal of interest to pay our taxes, none of the funds held in trust will be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are
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The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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unable to complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our memorandum and articles of association to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
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Delivering stock certificates in connection with the exercise of redemption rights
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We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business
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Many blank check companies provide that a shareholder can vote against a proposed business combination and check a box on the proxy card indicating that such shareholder is seeking to exercise its redemption rights. After the business combination is approved, the company would contact such shareholder to arrange for delivery of its share certificates to verify ownership.
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Terms of Our Offering
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Terms Under a Rule 419 Offering
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days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. Accordingly, a public shareholder would have up to two business days prior to the vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights.
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Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote
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If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares, without our prior consent. However, we would not restrict our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
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Many blank check companies provide no restrictions on the ability of shareholders to redeem shares based on the number of shares held by such shareholders in connection with an initial business combination.
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Competition
In identifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other entities having a business objective similar to ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover,
many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.
Employees
We currently have six executive officers: Randy Brinkley, Paul Wolfe, Andy Lester, Josh Lewis, Nathan Smith and Ken Rosenblum. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full time employees prior to the completion of our initial business combination.
Periodic Reporting and Financial Information
We will register our units, Class A ordinary shares and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.
We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.
We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.
Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
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.
MANAGEMENT
Officers, Directors and Director Nominees
Our officers, directors and director nominees are as follows:
Name
|
|
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Age
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|
|
Position
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Randy Brinkley
|
|
|
|
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76
|
|
|
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Chief Executive Officer and Director Nominee
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Nathan Smith
|
|
|
|
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36
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|
|
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Chief Financial Officer
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Paul Wolfe
|
|
|
|
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58
|
|
|
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Chief Operating Officer
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Andy Lester
|
|
|
|
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66
|
|
|
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Chief Risk Officer
|
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Josh Lewis
|
|
|
|
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48
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|
|
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Chief Information Officer
|
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Ken Rosenblum
|
|
|
|
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57
|
|
|
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General Counsel and Secretary
|
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Thane Ritchie
|
|
|
|
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55
|
|
|
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Chairman
|
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Dan Tapiero
|
|
|
|
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52
|
|
|
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Director Nominee
|
|
Ray Conley
|
|
|
|
|
49
|
|
|
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Director Nominee
|
|
Petros Kitsos
|
|
|
|
|
55
|
|
|
|
Director Nominee
|
|
Mark Mykityshyn
|
|
|
|
|
63
|
|
|
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Director Nominee
|
|
Dan Webb
|
|
|
|
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75
|
|
|
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Director Nominee
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Thane Ritchie, Chairman
Mr. Ritchie has extensive experience in both public and private markets in all phases of company growth including seed capital, growth capital, secondary markets, mergers and acquisitions (“M&A”), trade sales and public exits.
Mr. Ritchie has participated in early stage / venture funding and investing in the pre-IPO stages of companies such as Facebook, Cambridge Quantum Computing, Twitter, eHarmony, Spotify, Pinterest, and StubHub. He also has provided private capital solutions to Fortune 100 companies like Shell Oil and Allstate. Mr. Ritchie has significant experience in vetting companies for potential acquisitions and has developed several innovative funding models. He has over a decade of experience in the SPAC marketplace specifically in private investment in public equity (“PIPE”) transactions, warrants and the de-SPAC process.
Mr. Ritchie has served on multiple private company boards and currently is CEO and sits on the board of Global Investment Capital Corp (TSX: GLIN). Mr. Ritchie attended both Fullerton College and Duke University and graduated with a B.A. from Wheaton College.
Randy Brinkley, Chief Executive Officer and Director Nominee
Mr. Brinkley established Brinkley & Associates Company as a private investment and aerospace consulting firm in August 2004. Mr. Brinkley is also a limited partner and member of the Operational Executive Board for J.F. Lehman Company LLC, a private defense and aerospace equity investment firm. Mr. Brinkley is also a member of the U.S. Space Board of Directors.
Mr. Brinkley was formerly President of Boeing Satellite Systems Inc. (“BSS”), the world’s largest manufacturer of commercial communication satellites. Prior to that, he was the Senior Vice President of Programs for Hughes Space and Communications Company. Mr. Brinkley was the NASA Program Manager for the International Space Station (“ISS”) from 1994 until 1999. During his time at Nasa, Mr. Brinkley received many awards for his service. From 1990 to 1992, Mr. Brinkley managed research and development activities for Advanced Aircraft systems and technologies at the McDonnell Douglas Aircraft Company.
Mr. Brinkley served in the U.S. Marine Corps for 25 years before retiring as a Colonel. As a company commander, Mr. Brinkley led combat operations in the Republic of Vietnam before entering the U.S. Air Force pilot training program. Mr. Brinkley received his B.S. degree from the University of North Carolina and a M.S. degree from Boston University and graduate level studies in strategic defense and international
relations at the Naval War College. Mr. Brinkley also graduated the Marine Corps School of Engineering and, as a Marine Corp Aviator, he graduated from the Navy Fighter Weapons School (TOPGUN). He also graduated from the Marine Corp Amphibious Warfare School and NATO Defense College. In addition, Mr. Brinkley also was a Strategic Studies Fellow at the Naval War College. Mr. Brinkley was selected to serve on the Board of Directors due to his experience in the aerospace industry.
Paul Wolfe, Chief Operating Officer
Mr. Wolfe has deep experience in both public and private markets and in all phases of company growth including seed capital, growth capital, secondary markets, M&A, trade sales, PIPE transactions, warrants, and public exits. As a Principal for over a decade at Ritchie Capital Management, a global multi-strategy alternative investment platform, Mr. Wolfe managed its private equity / venture capital, real estate, energy, and insurance teams. Additionally, Mr. Wolfe is the former COO of Mission Measurement, a leading strategy advisory firm recognized globally for its leadership in the design, measurement, and evaluation of the investments of corporations, foundations, and governments targeting a social impact. Mr. Wolfe also worked at GE Capital, where he served as Deal Manager for several GE investments in telecommunications in Latin America and Europe. Post-transaction service included appointment as Board Director and the Integration Manager (Interim COO) for several GE investments in the region. At Bain & Company, Mr. Wolfe served as a strategy consultant in the U.S. and Brazil. He holds a B.A. from Williams College and a M.B.A. from the University of Chicago Booth School of Business.
Andy Lester, Chief Risk Officer
Mr. Lester has over 40 years of experience building and managing businesses and both training and hiring the individuals within the business units. His background is diverse having started in public accounting, working as an analyst then a manager for Fortune 500 companies before moving to Wall Street. He, along with his brother, built a 10 person team at Donaldson, Lufkin & Jenrette (“DLJ”) that specialized in providing research coverage to hedge funds, family offices, and managing retail capital for 17 years. After DLJ was sold to Credit Suisse, their team moved to ABN-AMRO where he was Managing Director and Co-Head of Hedge Fund sales and research.
After, he was COO of Sigma Capital, a division of SAC Capital Advisors and later a Portfolio Manager at the firm, responsible for investing in syndicate deals globally. He was COO of Convector Capital and Co-founder of two hedge funds. He was Co-Head Origination & Investments at ShareNett.
He earned a B.S. in Accounting from Brooklyn College, a M.B.A. from the State University of New York at Albany and is a certified public accountant (“CPA”) in New York State.
Josh Lewis, Chief Information Officer
Mr. Lewis has 25 years of experience evaluating, implementing, designing and building software, data analytics, and machine learning systems for leading organizations in several industries around the world, including financial services, health care, oil and gas, natural resources, utilities, government, and construction. As CEO of Level49, a consulting group, he advises investment funds on software, AI, and analytics companies, testifies as an expert witness in technology litigation, and provides technology services.
Prior to Level49, he was the Chief Technology Officer (“CTO”) at Enstoa, a global technology consulting firm serving the capital projects industry. He also led data engineering and analytics at Davidson Kempner Capital Management, an alternative asset management firm, and drove technology initiatives at CIBC World Markets, a global investment bank.
Mr. Lewis received a B.A. in Psychology from UC San Diego and an M.B.A. program at Columbia Business School and London Business School.
Nathan Smith, Chief Financial Officer
Mr. Smith brings extensive leadership experience in operations, fund management, financial analysis, and strategic consulting across a number of industries.
Mr. Smith serves as the Managing Director and CFO of 60 Degrees, a provider of strategic financial capital and human resources to alternative investment funds, family offices, and their underlying portfolio companies. Mr. Smith serves on the board of a number of the portfolio companies, both public and private, including those specializing in technology, real estate and financial sectors.
Prior to 60 Degrees Group, Mr. Smith was the Managing Director of a private fiduciary company. He was also the Senior Vice President of a privately held, full-service bank overseeing analysis and allocation. Prior to his time at the private bank, Mr. Smith was a manager with PricewaterhouseCoopers. He also spent four years as an Active Duty Airman in the United States Air Force where he specialized in deploying information technology in forward locations and intrusion detection / penetration testing.
Mr. Smith is involved with several charitable organizations, notably serving on the board of the Cayman Islands chapter of 100 Men Who Give a Damn. Mr. Smith is a licensed CPA in the State of New Jersey, holds the TEP designation from the Society of Trust and Estate Professionals and received an M.B.A. in Finance from Monmouth University.
Ken Rosenblum, General Counsel and Secretary
Mr. Rosenblum has been our General Counsel and Secretary since January 2021. Mr. Rosenblum is a New York City-based corporate and securities attorney with over 25 years of broad experience in mergers and acquisitions, debt and equity capital markets, senior lending, venture capital, private equity, private investment funds and SEC regulatory and compliance matters. Mr. Rosenblum currently advises a family office on their venture capital and private equity investments. Previously, he served as the General Counsel of Ritchie Capital Management, a global multi-strategy alternative investment platform, and was a partner at Sonnenschein in New York City, where he advised public and private companies and completed transactions in numerous industries including media, telecom, technology, energy, healthcare and insurance. Mr. Rosenblum began his legal career as a corporate lawyer at the New York and London offices of Weil Gotshal & Manges LLP and Fried, Frank, Harris, Shriver & Jacobson LLP. He has also worked in Silicon Valley representing tech and biotech start-up companies.
Mr. Rosenblum is licensed to practice law in the State of New York. Mr. Rosenblum received a B.A. from Lehigh University and a J.D. from Fordham University School of Law. He is an active supporter of several local institutions and organizations, including The Horace Mann School.
The following Director nominees will join the board upon closing of this offering.
Petros Kitsos, Director Nominee
Mr. Kitsos is currently the Managing Principal of TBL Strategy, a strategic advisory firm, and Co-Founder and Principal of The KT Family Trust, a private investment trust. Mr. Kitsos is widely acknowledged as one of the pre-eminent strategy and merger experts in the aerospace, alternative energy, and diversified industrial sectors and his advisory and transactional involvement has contributed to the significant and successful growth of a variety of companies in those sectors in the past thirty years. Mr. Kitsos enjoyed a distinguished 16-year career in investment banking with Citigroup, Salomon Smith Barney, and Salomon Brothers where, among other responsibilities, he served as Head of the Global Defense & Aerospace Group, Head of Western Region Mergers & Acquisitions, and Co-Head of the Los Angeles office.
Mr. Kitsos presently serves as Independent Director of Sonnedix Power Holdings Ltd. and NGFCU, a federally chartered credit union. In addition, Mr. Kitsos served as Alumni Trustee of Hamilton College from 2004 to 2008 and as Alumnus Trustee of Anatolia High School from 1999 to 2003. He also served from 2006 until 2011 as Director and chair of the Compensation Committee of a public company in which the Trust was a significant investor. He has also served on the Boards of multiple private companies in which the Trust or an afilliate was, or continues to be, an investor.
Mr. Kitsos is a Phi Beta Kappa graduate of Hamilton College (1988), and holds an M.B.A. with honors from Harvard Business School (1992). He also attended St. Antony’s College, Oxford. Mr. Kitsos was selected to serve on the Board due to his extensive experience.
Dan Tapiero, Director Nominee
Mr. Tapiero is currently the CEO and Managing Partner of 10T Holdings, a fund that he is launching that will own private equity of mid-to late-stage companies operating in the digital asset ecosystem. He is also the Managing Partner of DTAP Capital Advisors, a global macro investment fund he launched in 2004 that currently holds his personal investments.
He is the Co-Founder and current board member of Gold Bullion International (“GBI”) (2009), an institutional-grade physical precious metals platform that is integrated with the world’s top wealth managers, custodians, and e-commerce companies. Mr. Tapiero was also a co-founder (in 2006) along with Stan Druckenmiller and Goldman Sachs of the Agricultural Company of America (“AGCoA”). In his 28-year career, Mr. Tapiero has worked as a Global Macro Portfolio Manager and Analyst with a number of well-known investors, such as Stan Druckenmiller (Duquesne Capital), Michael Steinhardt (Steinhardt Capital), Julian Robertson (Tiger Management), Steve Cohen (SAC Capital), and Lord Rothschild (RIT Capital).
Mr. Tapiero graduated Phi Beta Kappa from Brown University, where he also earned his master’s degree in European History. He has been on the board of trustees of the Lawrenceville School for the past 11 years and currently chairs the investment committee. Mr. Tapiero was selected to serve on the Board due to his vast experience in private equity.
Ray Conley, Director Nominee
Mr. Conley is the CEO of Benetic Inc., a financial services technology company serving the retirement market. Previously, Mr. Conley led a specialty finance firm, Finance Technology Leverage LLC and Creekstone Capital Management, a registered investment advisor. Prior to Creekstone, Mr. Conley was a fund manager at Palo Alto Investors and a private equity and venture capital partner at Oak Hill Capital.
He has led over two dozen venture capital and leveraged buyout investments creating over $6 billion in market value, including Financial Engines (NASDAQ: FNGN), Telephia (NASDAQ: NLSN), and Limelight Networks (NASDAQ: LLNW)., and currently serves on the board of directors of Reciprocity, Inc.
Ray received his B.S. and M.S. in Aerospace Engineering with a concentration in Economics from Massachusetts Institute of Technology. He is the inventor of the air-breathing ion rocket engine and has published research on the cause of aortic aneurysms. Ray is a member of the Honorable Order of Kentucky Colonels and is a holder of the right to use the Chartered Financial Analyst designation. Mr. Conley was selected to serve on the Board due to his experience in venture capital and leveraged buyout investments.
Dr. Mark Mykityshyn, Director Nominee
Dr. Mykityshyn is the CEO and Managing Partner of Endeavor Technology Group, LLC, a private investment firm that provides flexible capital solutions and strategic support for middle-market, technology-centric businesses in the aerospace, defense, and cybersecurity sectors.
In his various roles, he has served as Managing Partner, CEO, Chairman, Co-Chairman, and Executive Chairman, developing and executing strategies to help orchestrate substantive exits for multiple companies. Among others, he: co-founded Backwire, Inc., that sold to Leap Wireless International (NASDAQ: LWIN); co-wrote the business plan for the company that became WebMD (NASDAQ: WBMD); was on the pre-finance team and investor #4 in Endeca Technologies, Inc., a $1 billion+ sale to Oracle Corporation (NASDAQ: ORCL); helped lead the growth of DataPath, Inc. as Co-Chairman to over 500 employees and a $300 million revenue run rate within 20 months, resulting in the institutional IPO of the company.
A graduate of the U.S. Naval Academy, he earned his Doctorate in Systems Engineering, minor in Aerospace Engineering, from the Georgia Institute of Technology. He also earned a Master’s degree from the Science, Technology & Public Policy Program at Harvard’s Kennedy School of Government, and the degrees of Engineer of and Master of Science in Aeronautics and Astronautics from the Massachusetts Institute of Technology. Dr. Mykityshyn was selected to serve on the Board due to his knowledge in Aerospace Engineering and experience in private equity.
Dan Webb, Director Nominee
Dan Webb is a trial attorney and co-executive chairman of Winston & Strawn LLP. Prior to joining the firm in 1985, Mr. Webb served as the U.S. Attorney for the Northern District of Illinois. His practice concentrates in the areas of major commercial, civil, regulatory and white-collar criminal cases. Mr. Webb has been appointed by courts to act as a Special Prosecutor or in a similar capacity on five occasions. Mr. Webb has received numerous awards and recognitions, including BTI Client Service All-Star in 2017, and he was a 2010 recipient of the Inns of Court Professionalism Award. Mr. Webb is a Fellow of the American College of Trial Lawyers and the International Academy of Trial Lawyers. Mr. Webb previously served on the board of directors from Equal Justice Works from 2011 to 2017 and in 2008 he chaired the Chicago Bar Association’s Campaign for Justice. Mr. Webb is also on the board of directors of The Shirley Ryan Rehabilitation Institute since 2018. Mr. Webb earned his JD from Loyola University, Chicago. Mr. Webb was selected to serve on the Board due to his business experience.
Number and Terms of Office of Officers and Directors
Our board of directors consists of seven members and is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Randy Brinkley and Dan Webb, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Petros Kitsos and Dan Tapiero, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Thane Ritchie, Ray Conley and Mark Mykityshyn, will expire at the third annual general meeting.
Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.
Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our memorandum and articles of association.
Director Independence
Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect to have “independent directors” as defined in Nasdaq’s listing standards and applicable SEC rules. Our board of directors has determined that Ray Conley, Petros Kitsos, Mark Mykityshyn, Dan Tapiero and Dan Webb are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.
Executive Officer and Director Compensation
None of our executive officers or directors have received any cash compensation for services rendered to us. In addition, our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement
payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.
After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.
Committees of the Board of Directors
Upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors will have two standing committees: an audit committee and a compensation committee. Each of our audit committee and our compensation committee will be composed solely of independent directors. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 under the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation 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 and will have the composition and responsibilities described below. The charter of each committee will be available on our website following the closing of this offering.
Audit Committee
Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. Ray Conley, Dan Tapiero and Petros Kitsos will serve as members of our audit committee, and Ray Conley will chair the audit committee. All members of our audit committee are independent of and unaffiliated with our sponsor and our underwriters.
Each member of the audit committee is financially literate and our board of directors has determined that Ray Conley qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.
We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including:
•
assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention,
replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;
•
pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence;
•
setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;
•
meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and
•
reviewing with management, the independent, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.
Compensation Committee
Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of the board of directors. Mark Mykityshyn, Ray Conley and Petros Kitsos will serve as members of our compensation committee. Mark Mykityshyn will chair the compensation committee.
We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including:
•
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 making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers;
•
reviewing our executive compensation policies and plans;
•
implementing and administering our incentive compensation equity-based remuneration plans;
•
assisting management in complying with our proxy statement and annual report disclosure requirements;
•
all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;
•
producing a report on executive compensation to be included in our annual proxy statement; and
•
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
Notwithstanding the foregoing, as indicated above, other than reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.
The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
Director Nominations
We do not have a standing nominating committee though we intend to form a nominating and corporate governance as and when required to so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Mr. Tapiero, Mr. Kitsos, Mr. Webb, Mr. Conley and Mr. Mykityshyn. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.
The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.
We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.
Compensation Committee Interlocks and Insider Participation
None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.
Code of Ethics
Prior to the consummation of this offering, we will adopt a Code of Ethics applicable to our directors, officers and employees. We will file a copy of our form of the Code of Ethics and our audit committee and compensation committee charters as exhibits to the registration statement of which this prospectus is a part. You will be able to review this document by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics and the charters of the committees will be provided without charge upon request from us. See the section of this prospectus entitled “Where You Can Find Additional Information.” If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any material waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The
information included on our website is not incorporated by reference into this prospectus or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.
Conflicts of Interest
Under Cayman Islands law, directors and officers owe the following fiduciary duties:
•
duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
•
duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
•
directors should not improperly fetter the exercise of future discretion;
•
duty to exercise powers fairly as between different sections of shareholders;
•
duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and
•
duty to exercise independent judgment.
In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.
As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings.
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 entity, subject to their fiduciary duties under Cayman Islands law. Our memorandum and articles of association 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 the company and it is an opportunity that we are able to complete on a reasonable basis. However, we do not believe that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.
Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual obligations:
Individual
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Entity
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Entity’s Business
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Affiliation
|
|
Ray Conley
|
|
|
Reciprocity Labs
|
|
|
Software as a Service
|
|
|
Director
|
|
Ray Conley
|
|
|
Benetic, Inc.
|
|
|
Retirement Investment Software
|
|
|
Chief Executive Officer
|
|
Petros Kitsos
|
|
|
Sonnedix Power Holdings Ltd.
|
|
|
Solar Power
|
|
|
Independent Director
|
|
Petros Kitsos
|
|
|
NGFCU
|
|
|
Credit Union
|
|
|
Independent Director
|
|
Petros Kitsos
|
|
|
TBL Strategy
|
|
|
Strategic Advisement
|
|
|
Managing Principal
|
|
Petros Kitsos
|
|
|
TBL Companies, LLC
|
|
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Strategic Advisement
|
|
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Managing Principal
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Petros Kitsos
|
|
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The KT Family Trust
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|
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Investment Trust
|
|
|
Co-founder and Principal
|
|
Nathan Smith
|
|
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60 Degrees Group SEZC, LTD
|
|
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Consulting
|
|
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Chief Financial Officer and Director
|
|
Paul Wolfe
|
|
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Wolfe Holdings LLC
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|
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Consulting
|
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Managing Partner
|
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Paul Wolfe
|
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Global Investments Capital Corp.
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|
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Capital Pool Company
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Director
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Paul Wolfe
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IQVestment Holdings LLC
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Digital Investment Platform
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Director
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Ken Rosenblum
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Ritchie Capital Management, Ltd.
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Hedge Fund Sponsor
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General Counsel
|
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Randy Brinkley
|
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Brinkley & Associates
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Strategic Consulting
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CEO
|
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Randy Brinkley
|
|
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US Space LLC
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Military Satellite Communications
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Director
|
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Randy Brinkley
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JF Lehman Investments LLC
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Investment Company
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Executive Advisory Board Member
|
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Dan Tapiero
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DTAP Capital
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Investment Company
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Investor
|
|
Dan Tapiero
|
|
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IOT Holdings
|
|
|
Private Equity
|
|
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CEO and Investor
|
|
Thane Ritchie.
|
|
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Rhone Capital (GP), Ltd
|
|
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Asset Management
|
|
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Director
|
|
Thane Ritchie
|
|
|
Global Investments Capital Corp.
|
|
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Capital Pool Company
|
|
|
CEO and Director
|
|
Dan Webb
|
|
|
Shirley Ryan Rehabilitation Institute
|
|
|
Healthcare
|
|
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Director
|
|
Dan Webb
|
|
|
Winston & Strawn LLP
|
|
|
Law Firm
|
|
|
Co-Executive Chairman
|
|
Potential investors should also be aware of the following other potential conflicts of interest:
•
Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.
•
Our initial shareholders purchased founder shares prior to the date of this prospectus and will purchase private placement warrants in a transaction that will close simultaneously with the closing of this offering. Our initial shareholders have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares they hold in connection with the completion of our initial business combination. The other members of our management team have entered into agreements similar to the one entered into by our initial shareholders with respect to any public shares acquired by them in or after this offering.
Additionally, our initial shareholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within the prescribed time frame or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our memorandum and articles of association. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Furthermore, our initial shareholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (i) one year after the completion of our initial business combination and (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares 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 our initial business combination, the founder shares will be released from the lockup. Subject to certain limited exceptions, the private placement warrants will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and director nominees will own ordinary shares or warrants directly or indirectly, they 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.
•
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.
We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking which is a member of FINRA or a valuation or appraisal firm, that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Furthermore, in no event will our sponsor or any of our existing officers or directors, or any of their respective affiliates, be paid by the company any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination.
We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.
In the event that we submit our initial business combination to our public shareholders for a vote, our initial shareholders have agreed to vote their founder shares, and they and the other members of our management team have agreed to vote any founder shares they hold and any shares purchased during or after the offering in favor of our initial business combination.
Limitation on Liability and Indemnification of Officers and Directors
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to 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.
Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.
Our indemnification obligations may discourage shareholders 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 shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.
PRINCIPAL SHAREHOLDERS
The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this prospectus, and as adjusted to reflect the sale of our Class A ordinary shares included in the units offered by this prospectus, and assuming no purchase of units in this offering, by:
•
each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;
•
each of our executive officers, directors and director nominees; and
•
all our executive 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 of our ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of the date of this prospectus.
On January 20, 2021, our sponsor paid $25,000 to purchase 5,031,250 founder shares, or approximately $0.005 per share. In April 2021, our sponsor forfeited for no consideration 1,437,500 founder shares. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 14,375,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 468,750 of the founder shares will be forfeited depending on the extent to which the underwriters’ over-allotment option is exercised. The post-offering percentages in the following table assume that the underwriters do not exercise their over-allotment option, that our initial shareholders have forfeited 468,750 founder shares, and that there are 15,625,000 ordinary shares issued and outstanding after this offering.
|
|
|
Number
of Shares
Beneficially
Owned(2)(4)
|
|
|
Approximate Percentage of
Outstanding Ordinary Shares
|
|
Name and Address of Beneficial Owner(1)
|
|
|
Before
Offering
|
|
|
After
Offering
|
|
Aries Acquisition Partners, Ltd. (our sponsor)(3)
|
|
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|
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3,593,750
|
|
|
|
|
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100%
|
|
|
|
|
|
20%
|
|
|
Randy Brinkley
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
Paul Wolfe(3)
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
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Andrew Lester
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
Josh Lewis
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
Nathan Smith
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
Ken Rosenblum
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
Thane Ritchie(3)
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
Petros Kitsos
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
Dan Tapiero
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
Ray Conley
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
Mark Mykityshyn
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
Dan Webb
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
All officers, directors and director nominees as a group
(12 individuals)
|
|
|
|
|
3,593,750
|
|
|
|
|
|
100%
|
|
|
|
|
|
20%
|
|
|
*
Less than one percent.
(1)
Unless otherwise noted, the business address of each of the following is 23 Lime Tree Bay, P.O. Box, 1569, Grand Cayman, Cayman Islands, KY-1110.
(2)
Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities.”
(3)
Aries Acquisition Partners Ltd. is a Cayman Islands exempted company. Our sponsor has a board of managers consisting of three persons including Thane Ritchie and Paul Wolfe. Any action by our sponsor with respect to our company or the founder shares, including voting and dispositive decisions, requires a majority vote of the board of managers. Under the so-called “rule of three,” because voting and dispositive decisions are made by a majority of our sponsor’s managers, none of the managers of our sponsor is deemed to be a beneficial owner of our sponsor’s securities, even those in which he holds a pecuniary interest. Accordingly, none of our executive officers is deemed to have or share beneficial ownership of the founder shares held by our sponsor.
(4)
Includes up to 468,750 founder shares, that will be forfeited depending on the extent to which the underwriters’ over-allotment option is exercised.
Immediately after this offering, our initial shareholders will beneficially own 20% of the then issued and outstanding ordinary shares (assuming they do not purchase any units in this offering). Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our memorandum and articles of association and approval of significant corporate transactions including our initial business combination.
Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 4,175,000 private placement warrants (or 4,456,250 warrants if the underwriters’ over-allotment option is exercised in full), at a price of $1.00 per warrant, or $4,175,000 in the aggregate (or $4,456,250 if the underwriters’ over-allotment option is exercised in full), in a private placement that will occur simultaneously with the closing of this offering. Each private placement warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $126,250,000 (or $145,187,500 if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants are subject to the transfer restrictions described below. The private placement warrants will not be redeemable by us so long as they are held by the initial purchasers or their permitted transferees (except as described under “Description of Securities—Warrants—Public Shareholders’ Warrants—Redemption of warrants for Class A ordinary shares”). The initial purchasers, or their permitted transferees, have the option to exercise the private placement warrants on a cashless basis. If the private placement warrants are held by holders other than initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in this offering.
Prior to the consummation of this offering, we will enter into a forward purchase agreement with the forward purchase investor providing for the purchase of up to $50,000,000 of forward purchase shares, at a purchase price of $10.00 per share, in a private placement to occur concurrently with the closing of our initial business combination. The number of forward purchase shares to be purchased by the forward purchase investor will be subject to the forward purchase investor’s sole discretion. The obligation to purchase the forward purchase shares is subject to customary closing conditions, including that our initial business combination must be consummated substantially concurrently with, and immediately following, the purchase of forward purchase shares. The proceeds from the sale of forward purchase shares may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination or for working capital in the post-transaction company. The forward purchase shares will generally be identical to the Class A ordinary shares included in the units being sold in this offering, except that they will be entitled to certain registration rights, as described herein.
Our sponsor and our executive officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws.
Expressions of Interest
Up to 11 qualified institutional buyers or institutional accredited investors, which are not affiliated with any member of our management and which we refer to as the anchor investors, have expressed to us an interest to purchase up to 1,250,000 units each in this offering and we have agreed to direct the underwriters to sell to the anchor investors such number of units. Further, each of the anchor investors will enter into a separate agreement with our sponsor pursuant to which each such investor will agree to purchase up to 50,000 shares in the Sponsor representing an indirect beneficial interest in up to 50,000 founder shares. Each anchor investor has agreed that if such anchor investor does not purchase at least 9.9% of the units in this offering, it will forfeit the shares in our Sponsor.
The anchor investors are not required to (i) other than as described above, hold any units, Class A ordinary shares or warrants they may purchase in this offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination.
There can be no assurance that the anchor investors will acquire any units in this offering, or as to the amount of such units the anchor investors will retain, if any, prior to or upon the consummation of our initial business combination. In the event that the anchor investors purchase such units (either in this offering or after) and vote in favor of our initial business combination, a smaller portion of affirmative votes from other public shareholders would be required to approve our initial business combination.
Transfers of Founder Shares and Private Placement Warrants
The founder shares, private placement warrants and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in the agreements entered into by our initial shareholders and management team. Those lock-up provisions provide that such securities are not transferable or salable (i) in the case of the founder shares, until the earlier of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares 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 our initial business combination and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property and (ii) in the case of the private placement warrants and the respective Class A ordinary shares underlying such warrants, until 30 days after the completion of our initial business combination except in each case (a) to our officers or directors, any affiliate or family member of any of our officers or directors, any affiliate of our sponsor or to any member of the sponsor or any of their affiliates, (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a business combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) by virtue of the laws of the Cayman Islands or our sponsor’s limited liability company agreement upon dissolution of our sponsor, (g) in the event of our liquidation prior to our consummation of our initial business combination; or (h) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, capital stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement.
Registration Rights
The holders of the (i) founder shares, which were issued in a private placement prior to the closing of this offering, (ii) private placement warrants, which will be issued in a private placement simultaneously
with the closing of this offering and the Class A ordinary shares underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of working capital loans will have registration rights to require us to register a sale of any of our securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. Pursuant to the registration rights agreement and assuming the underwriters exercise their over-allotment option in full and $1.5 million of working capital loans are converted into private placement warrants, we will be obligated to register up to 7,831,250 Class A ordinary shares and 5,737,500 warrants. The number of Class A ordinary shares includes (i) 3,593,750 Class A ordinary shares to be issued upon conversion of the founder shares, (ii) 4,456,250 Class A ordinary shares underlying the private placement warrants and (iii) 1,500,000 Class A ordinary shares underlying the private placement warrants issued upon conversion of working capital loans. The number of warrants includes 4,456,250 private placement warrants and 1,500,000 private placement warrants issued upon conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
On January 20, 2021, our sponsor paid $25,000 to purchase 5,031,250 founder shares, or approximately $0.005 per share. In April 2021, our sponsor forfeited for no consideration 1,437,500 founder shares. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 14,375,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 468,750 of the founder shares will be forfeited depending on the extent to which the underwriters’ over-allotment option is exercised. If we increase or decrease the size of the offering, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 20.0% of our issued and outstanding ordinary shares upon the consummation of this offering.
Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 4,175,000 private placement warrants (or 4,456,250 warrants if the underwriters’ over-allotment option is exercised in full), at a price of $1.00 per warrant, or $4,175,000 in the aggregate (or $4,456,250 if the underwriters’ over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. Each private placement warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial business combination.
Prior to the consummation of this offering, we will enter into a forward purchase agreement with the forward purchase investor providing for the purchase of up to $50,000,000 of forward purchase shares, at a purchase price of $10.00 per share, in a private placement to occur concurrently with the closing of our initial business combination. The number of forward purchase shares to be purchased by the forward purchase investor will be subject to the forward purchase investor’s sole discretion. The obligation to purchase the forward purchase shares is subject to customary closing conditions, including that our initial business combination must be consummated substantially concurrently with, and immediately following, the purchase of forward purchase shares. The proceeds from the sale of forward purchase shares may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination or for working capital in the post-transaction company. The forward purchase shares will generally be identical to the Class A ordinary shares included in the units being sold in this offering, except that they will be entitled to certain registration rights, as described herein.
No compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates.
Prior to the closing of this offering, our sponsor may loan us funds up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. As of January 26, 2021, there were no borrowings outstanding under the promissory note. These loans would be non-interest bearing, unsecured and are due at the earlier of December 31, 2021 or the closing of this offering.
In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial business combination, we would repay such loaned amounts. 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. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements
exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
Any of the foregoing payments to our sponsor, repayments of loans from our sponsor or repayments of working capital loans prior to our initial business combination will be made using funds held outside the trust account.
After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.
We have entered into a registration rights agreement with respect to the founder shares and private placement warrants, which is described under the heading “Principal Shareholders—Registration Rights.”
Policy for Approval of Related Party Transactions
The audit committee of our board of directors will adopt a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy will include: (i) our directors, nominees for director or executive officers; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v) the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.
DESCRIPTION OF SECURITIES
We are a Cayman Islands exempted company (company number 370359) and our affairs will be governed by our memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. Pursuant to our memorandum and articles of association which will be adopted prior to the consummation of this offering, we will be authorized to issue 499,000,000 ordinary shares, par value $0.0001 per share, including 479,000,000 Class A ordinary shares and 20,000,000 Class B ordinary shares, as well as 1,000,000 preference shares, par value $0.0001 per share. The following description summarizes certain terms of our capital stock as set out more particularly in our memorandum and articles of association. Because it is only a summary, it may not contain all the information that is important to you.
Units
Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share 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 the Company’s Class A ordinary shares. This means only a whole warrant may be exercised at any given time by a warrant holder. For example, if a warrant holder holds one-half of one warrant to purchase a Class A ordinary shares, such warrant will not be exercisable. If a warrant holder holds two-halves of one warrant, such whole warrant will be exercisable for one Class A ordinary share at a price of $11.50 per share. The Class A ordinary shares and warrants comprising the units are expected to begin separate trading on the 52nd day following the date of this prospectus unless Wells Fargo Securities, LLC and Kingswood Capital Markets inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the Class A ordinary shares and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A ordinary shares and warrants. 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 no event will the Class A ordinary shares and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at closing of this offering. We will file a Current Report on Form 8-K which includes this audited balance sheet promptly after the completion of this offering, which closing is anticipated to take place three business days after 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.
Ordinary Shares
Prior to the date of this prospectus, there were 3,593,750 Class B ordinary shares outstanding, all of which were held of record by our initial shareholders, so that our initial shareholders will own 20% of our issued and outstanding shares after this offering (assuming our initial shareholders do not purchase any units in this offering). Up to 468,750 of the founder shares will be forfeited by our initial shareholders depending on the extent to which the underwriters’ over-allotment option is exercised. Upon the closing of this offering, 21,875,000 of our ordinary shares will be outstanding (assuming no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of 468,750 founder shares by our initial shareholders) including:
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12,500,000 Class A ordinary shares underlying units issued as part of this offering; and
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3,125,000 Class B ordinary shares held by our initial shareholders.
If we increase or decrease the size of this offering, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B ordinary shares
immediately prior to the consummation of the offering in such amount as to maintain the ownership of our initial shareholders at 20.0% of our issued and outstanding ordinary shares upon the consummation of this offering.
Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders except as required by law. Unless specified in our memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted is required to approve any such matter voted on by our shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, being (i) affirmative vote of at least two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or (ii) a unanimous written resolution of the shareholder, and pursuant to our memorandum and articles of association; such actions include amending our memorandum and articles of association and approving a statutory merger or consolidation with another company. Our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors can appoint all of the directors. However, only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of our initial business combination, meaning that holders of Class A ordinary shares will not have the right to appoint any directors until after the completion of our initial business combination. Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.
Because our memorandum and articles of association authorize the issuance of up to 479,000,000 Class A ordinary shares, if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase the number of Class A ordinary shares which we are authorized to issue at the same time as our shareholders vote on the business combination to the extent we seek shareholder approval in connection with our initial business combination. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.
In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. We may not hold an annual general meeting to appoint new directors prior to the consummation of our initial business combination.
We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account 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), divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions described herein. The amount in the trust account is initially anticipated to be $10.10 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination. Unlike many special purpose acquisition companies that hold shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by law, if a shareholder vote is not required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer
documents with the SEC prior to completing our initial business combination. Our memorandum and articles of association require these tender offer documents to contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other reasons, we will, like many special purpose acquisition companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires (i) the affirmative vote of a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or (ii) a unanimous written resolution of the shareholders. However, the participation of our sponsor, officers, directors, advisors or their affiliates in privately negotiated transactions (as described in this prospectus), if any, could result in the approval of our initial business combination even if a majority of our public shareholders vote, or indicate their intention to vote, against such initial business combination. For purposes of seeking approval pursuant to an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. Our memorandum and articles of association require that at least five days’ notice will be given of any general meeting.
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such shareholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And, as a result, such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open-market transactions, potentially at a loss.
If we seek shareholder approval in connection with our initial business combination, our initial shareholders, sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased during or after this offering in favor of our initial business combination. As a result, in addition to our initial shareholders’ founder shares, we would need 4,687,501, or 37.5%, of the 12,500,000 public shares sold in this offering (or 5,390,625, or 37.5%, of the 14,375,000 public shares sold in this offering if the underwriters’ over-allotment option in exercised in full) to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.
Pursuant to our memorandum and articles of association, if we are unable to complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) 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 no 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 us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (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 our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our initial shareholders have entered into agreements with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to
consummate a business combination) from the closing of this offering or during any Extension Period. However, if our initial shareholders or management team 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 complete our initial business combination within the prescribed time period.
In the event of a liquidation, dissolution or winding up of the company after a business combination, our shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that we will provide our public shareholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein.
Founder Shares
The founder shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units being sold in this offering, and holders of founder shares have the same shareholder rights as public shareholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) our initial shareholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination, (B) to waive their redemption rights with respect to any founder shares and public shares they hold in connection with a shareholder vote to approve an amendment to our memorandum and articles of association to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity and (C) to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering or during any Extension Period, 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 such time period, and (iii) the founder shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described herein and in our memorandum and articles of association. If we submit our initial business combination to our public shareholders for a vote, our initial shareholders have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination.
The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis.
With certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares 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 our initial business combination, and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Up to 468,750 founder shares will be forfeited by our initial shareholders depending on the exercise of the over-allotment option.
Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our memorandum and articles of association may only be amended by approval of a majority of at least 90% of our Class B ordinary shares voting in a general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote.
Register of Members
Under Cayman Islands law, we must keep a register of members and there shall be entered therein:
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the names and addresses of the members of the company, a statement of the shares held by each member which:
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distinguishes each share by its number (so long as the share has a number);
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confirms the amount paid or agreed to be considered as paid, on the shares of each member;
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confirms the number and category of shares held by each member; and
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confirms whether each relevant category of shares held by a member carries voting rights under the articles of association of the company, and if so, whether such voting rights are conditional;
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the date on which the name of any person was entered on the register as a member; and
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the date on which any person ceased to be a member.
For these purposes, “voting rights” means rights conferred on shareholders in respect of their shares to vote at general meetings of the company on all or substantially all matters. A voting right is conditional where the voting right arises only in certain circumstances.
Under Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e. the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members will be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. Upon the closing of this public offering, the register of members will be immediately updated to reflect the issue of shares by us. Once our register of members has been updated, the shareholders recorded in the register of members will be deemed to have legal title to the shares set against their name. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. If an application for an order for rectification of the register of members were made in respect of our ordinary shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.
Preference Shares
Our memorandum and articles of association will authorize 1,000,000 preference shares and provides that preference shares may be issued from time to time in one or more series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects. The ability of our board of directors to issue preference shares without shareholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no preferred shares outstanding at the date hereof. Although we do not currently intend to issue any preference shares, we cannot assure you that we will not do so in the future. No preference shares are being issued or registered in this offering.
Warrants
Public Shareholders’ Warrants
Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of this offering and 30 days after the completion of our initial business combination, provided in each case that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. 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 date on which they first become exercisable, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
We will not be obligated to deliver any Class A ordinary shares 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 with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share 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 conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.
We have agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9)
of the Securities Act or another exemption. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our 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 we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.
Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00
Once the warrants become exercisable, we may call the warrants for redemption for cash:
•
in whole and not in part;
•
at a price of $0.01 per warrant;
•
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
•
if, and only if, the closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders
We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. 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.
We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants—Public Shareholders’ Warrants—Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.
Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00
Once warrants become exercisable, we may redeem the outstanding warrants:
•
in whole and not in part;
•
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” (as defined below) of our Class A ordinary shares except as otherwise described below;
•
if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price
of a warrant as described under the heading “—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and
•
if the closing price of our Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.
The numbers in the table below represent the number of Class A ordinary shares that a warrant holder will receive upon exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of our Class A ordinary shares on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined based on volume-weighted average price of our Class A ordinary shares as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends.
Pursuant to the warrant agreement, references above to Class A ordinary shares shall include a security other than Class A ordinary shares into which the Class A ordinary shares has been converted or exchanged for in the event we are not the surviving company in our initial business combination. The numbers in the table below will not be adjusted when determining the number of Class A ordinary shares to be issued upon exercise of the warrants if we are not the surviving entity following our initial business combination.
The share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price of a warrant is adjusted as set forth under the heading “—Anti-dilution Adjustments” below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a warrant. If the exercise price of a warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph under the heading “—Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “—Anti-dilution Adjustments” and the denominator of which is $10.00, and (b) in the case of an adjustment pursuant to the second paragraph under the heading “—Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price less the decrease in the exercise price of a warrant pursuant to such exercise price adjustment.
Redemption Date (period to
expiration of warrants)
|
|
|
Fair Market Value of Class A Ordinary Shares
|
|
|
|
≤ $10.00
|
|
|
$11.00
|
|
|
$12.00
|
|
|
$13.00
|
|
|
$14.00
|
|
|
$15.00
|
|
|
$16.00
|
|
|
$17.00
|
|
|
≥ $18.00
|
|
|
60 months
|
|
|
|
|
0.261
|
|
|
|
|
|
0.281
|
|
|
|
|
|
0.297
|
|
|
|
|
|
0.311
|
|
|
|
|
|
0.324
|
|
|
|
|
|
0.337
|
|
|
|
|
|
0.348
|
|
|
|
|
|
0.358
|
|
|
|
|
|
0.361
|
|
|
|
|
|
57 months
|
|
|
|
|
0.257
|
|
|
|
|
|
0.277
|
|
|
|
|
|
0.294
|
|
|
|
|
|
0.310
|
|
|
|
|
|
0.324
|
|
|
|
|
|
0.337
|
|
|
|
|
|
0.348
|
|
|
|
|
|
0.358
|
|
|
|
|
|
0.361
|
|
|
|
|
|
54 months
|
|
|
|
|
0.252
|
|
|
|
|
|
0.272
|
|
|
|
|
|
0.291
|
|
|
|
|
|
0.307
|
|
|
|
|
|
0.322
|
|
|
|
|
|
0.335
|
|
|
|
|
|
0.347
|
|
|
|
|
|
0.357
|
|
|
|
|
|
0.361
|
|
|
|
|
|
51 months
|
|
|
|
|
0.246
|
|
|
|
|
|
0.268
|
|
|
|
|
|
0.287
|
|
|
|
|
|
0.304
|
|
|
|
|
|
0.320
|
|
|
|
|
|
0.333
|
|
|
|
|
|
0.346
|
|
|
|
|
|
0.357
|
|
|
|
|
|
0.361
|
|
|
|
|
|
48 months
|
|
|
|
|
0.241
|
|
|
|
|
|
0.263
|
|
|
|
|
|
0.283
|
|
|
|
|
|
0.301
|
|
|
|
|
|
0.317
|
|
|
|
|
|
0.332
|
|
|
|
|
|
0.344
|
|
|
|
|
|
0.356
|
|
|
|
|
|
0.361
|
|
|
|
|
|
45 months
|
|
|
|
|
0.235
|
|
|
|
|
|
0.258
|
|
|
|
|
|
0.279
|
|
|
|
|
|
0.298
|
|
|
|
|
|
0.315
|
|
|
|
|
|
0.330
|
|
|
|
|
|
0.343
|
|
|
|
|
|
0.356
|
|
|
|
|
|
0.361
|
|
|
|
|
|
42 months
|
|
|
|
|
0.228
|
|
|
|
|
|
0.252
|
|
|
|
|
|
0.274
|
|
|
|
|
|
0.294
|
|
|
|
|
|
0.312
|
|
|
|
|
|
0.328
|
|
|
|
|
|
0.342
|
|
|
|
|
|
0.355
|
|
|
|
|
|
0.361
|
|
|
|
|
|
39 months
|
|
|
|
|
0.221
|
|
|
|
|
|
0.246
|
|
|
|
|
|
0.269
|
|
|
|
|
|
0.290
|
|
|
|
|
|
0.309
|
|
|
|
|
|
0.325
|
|
|
|
|
|
0.340
|
|
|
|
|
|
0.354
|
|
|
|
|
|
0.361
|
|
|
|
|
|
36 months
|
|
|
|
|
0.213
|
|
|
|
|
|
0.239
|
|
|
|
|
|
0.263
|
|
|
|
|
|
0.285
|
|
|
|
|
|
0.305
|
|
|
|
|
|
0.323
|
|
|
|
|
|
0.339
|
|
|
|
|
|
0.353
|
|
|
|
|
|
0.361
|
|
|
|
|
|
33 months
|
|
|
|
|
0.205
|
|
|
|
|
|
0.232
|
|
|
|
|
|
0.257
|
|
|
|
|
|
0.280
|
|
|
|
|
|
0.301
|
|
|
|
|
|
0.320
|
|
|
|
|
|
0.337
|
|
|
|
|
|
0.352
|
|
|
|
|
|
0.361
|
|
|
|
|
|
30 months
|
|
|
|
|
0.196
|
|
|
|
|
|
0.224
|
|
|
|
|
|
0.250
|
|
|
|
|
|
0.274
|
|
|
|
|
|
0.297
|
|
|
|
|
|
0.316
|
|
|
|
|
|
0.335
|
|
|
|
|
|
0.351
|
|
|
|
|
|
0.361
|
|
|
|
|
|
27 months
|
|
|
|
|
0.185
|
|
|
|
|
|
0.214
|
|
|
|
|
|
0.242
|
|
|
|
|
|
0.268
|
|
|
|
|
|
0.291
|
|
|
|
|
|
0.313
|
|
|
|
|
|
0.332
|
|
|
|
|
|
0.350
|
|
|
|
|
|
0.361
|
|
|
|
|
|
24 months
|
|
|
|
|
0.173
|
|
|
|
|
|
0.204
|
|
|
|
|
|
0.233
|
|
|
|
|
|
0.260
|
|
|
|
|
|
0.285
|
|
|
|
|
|
0.308
|
|
|
|
|
|
0.329
|
|
|
|
|
|
0.348
|
|
|
|
|
|
0.361
|
|
|
|
|
|
21 months
|
|
|
|
|
0.161
|
|
|
|
|
|
0.193
|
|
|
|
|
|
0.223
|
|
|
|
|
|
0.252
|
|
|
|
|
|
0.279
|
|
|
|
|
|
0.304
|
|
|
|
|
|
0.326
|
|
|
|
|
|
0.347
|
|
|
|
|
|
0.361
|
|
|
|
|
|
18 months
|
|
|
|
|
0.146
|
|
|
|
|
|
0.179
|
|
|
|
|
|
0.211
|
|
|
|
|
|
0.242
|
|
|
|
|
|
0.271
|
|
|
|
|
|
0.298
|
|
|
|
|
|
0.322
|
|
|
|
|
|
0.345
|
|
|
|
|
|
0.361
|
|
|
|
|
|
15 months
|
|
|
|
|
0.130
|
|
|
|
|
|
0.164
|
|
|
|
|
|
0.197
|
|
|
|
|
|
0.230
|
|
|
|
|
|
0.262
|
|
|
|
|
|
0.291
|
|
|
|
|
|
0.317
|
|
|
|
|
|
0.342
|
|
|
|
|
|
0.361
|
|
|
|
|
|
12 months
|
|
|
|
|
0.111
|
|
|
|
|
|
0.146
|
|
|
|
|
|
0.181
|
|
|
|
|
|
0.216
|
|
|
|
|
|
0.250
|
|
|
|
|
|
0.282
|
|
|
|
|
|
0.312
|
|
|
|
|
|
0.339
|
|
|
|
|
|
0.361
|
|
|
|
|
|
9 months
|
|
|
|
|
0.090
|
|
|
|
|
|
0.125
|
|
|
|
|
|
0.162
|
|
|
|
|
|
0.199
|
|
|
|
|
|
0.237
|
|
|
|
|
|
0.272
|
|
|
|
|
|
0.305
|
|
|
|
|
|
0.336
|
|
|
|
|
|
0.361
|
|
|
|
|
|
6 months
|
|
|
|
|
0.065
|
|
|
|
|
|
0.099
|
|
|
|
|
|
0.137
|
|
|
|
|
|
0.178
|
|
|
|
|
|
0.219
|
|
|
|
|
|
0.259
|
|
|
|
|
|
0.296
|
|
|
|
|
|
0.331
|
|
|
|
|
|
0.361
|
|
|
|
|
|
3 months
|
|
|
|
|
0.034
|
|
|
|
|
|
0.065
|
|
|
|
|
|
0.104
|
|
|
|
|
|
0.150
|
|
|
|
|
|
0.197
|
|
|
|
|
|
0.243
|
|
|
|
|
|
0.286
|
|
|
|
|
|
0.326
|
|
|
|
|
|
0.361
|
|
|
|
|
|
0 months
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
0.042
|
|
|
|
|
|
0.115
|
|
|
|
|
|
0.179
|
|
|
|
|
|
0.233
|
|
|
|
|
|
0.281
|
|
|
|
|
|
0.323
|
|
|
|
|
|
0.361
|
|
|
|
|
|
The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of Class A ordinary shares to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume-weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such time there are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 Class A ordinary shares for each whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume-weighted average price of our Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298 Class A ordinary shares for each whole warrant. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any Class A ordinary shares.
This redemption feature differs from the typical warrant redemption features used in other blank check offerings, which typically only provide for a redemption of warrants for cash (other than the private placement warrants) when the trading price for the Class A ordinary shares exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the Class A ordinary shares are trading at or above $10.00 per share, which may be at a time when the trading price of our Class A ordinary shares is below the exercise price of the warrants. We
have established this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under “—Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as of the date of this prospectus. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed and we will be required to pay the redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.
As stated above, we can redeem the warrants when the Class A ordinary shares are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to redeem the warrants when the Class A ordinary shares are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer Class A ordinary shares than they would have received if they had chosen to wait to exercise their warrants for Class A ordinary shares if and when such Class A ordinary shares were trading at a price higher than the exercise price of $11.50.
No fractional Class A ordinary shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the Class A ordinary shares pursuant to the warrant agreement (for instance, if we are not the surviving company in our initial business combination), the warrants may be exercised for such security. At such time as the warrants become exercisable for a security other than the Class A ordinary shares, the Company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon exercise of the warrants.
Redemption procedures
A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will 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 4.9% or 9.8% (as specified by the holder) of the Class A ordinary shares outstanding immediately after giving effect to such exercise.
Anti-dilution adjustments
If the number of outstanding Class A ordinary shares is increased by a share capitalization or share dividend payable in Class A ordinary shares, or by a split-up of ordinary shares or other similar event, then, on the effective date of such share capitalization or share dividend, split-up or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the “historical fair market value” (as defined below) will be deemed a share dividend of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) one minus the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the historical fair market value. For these purposes, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “historical fair market value” means the volume-weighted average price of Class A ordinary shares as reported during the 10 trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trades on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of the holders of the Class A ordinary shares on account of such Class A ordinary shares (or other securities into which the warrants are convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day period ending on the date of declaration of such dividend or distribution, does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of Class A ordinary shares issuable on exercise of each warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a shareholder vote to amend our memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed 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 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each Class A ordinary share in respect of such event.
If the number of outstanding Class A ordinary shares is decreased by a consolidation, combination, reverse share split or reclassification of Class A ordinary shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding Class A ordinary shares.
Whenever the number of Class A ordinary shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Class A ordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of Class A ordinary shares so purchasable immediately thereafter.
In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at 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 our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder 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 Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, 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, the $18.00 per share redemption trigger price described above under “—Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “—Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
In case of any reclassification or reorganization of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class A ordinary shares), or in the case of
any merger or consolidation of us with or into another company (other than a consolidation or merger in which we are the continuing company and that does not result in any reclassification or reorganization of our outstanding Class A ordinary shares), or in the case of any sale or conveyance to another company or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of Class A ordinary shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of Class A ordinary shares in such a transaction is payable in the form of Class A ordinary shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants.
The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, and that all other modifications or amendments will require the vote or written consent of the holders of at least 50% of the then outstanding public warrants, and, solely with respect to any amendment to the terms of the private placement warrants, a majority of the then outstanding private placement warrants. You should review a copy of the warrant agreement, which will be filed as an exhibit to the registration statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to the warrants.
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 (or on a cashless basis, if applicable), 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 ordinary shares and any voting rights until they exercise their warrants and receive Class A ordinary shares. After the issuance of Class A ordinary shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.
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 Class A ordinary shares to be issued to the warrant holder.
Private Placement Warrants
The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except, among other limited exceptions as described under “Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants,” to our officers and directors and other persons or entities affiliated with the initial purchasers of the private placement warrants) and they will not be redeemable by us so long as they are held by the initial shareholders or their permitted transferees (except for a number of Class A ordinary shares as described under “—Public Shareholders’ Warrants—Redemption of warrants for Class A ordinary shares”). The initial purchasers, or their permitted transferees, have the option to exercise the private placement warrants on a cashless basis. Except as described in this section, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in this offering. If the private placement warrants are held by holders other
than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering.
Except as described under “Description of Securities—Warrants—Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00,” if holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (as defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean the average closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the initial purchasers or their permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public shareholders who could exercise their warrants and sell the Class A ordinary shares received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.
In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants.
Our initial shareholders have agreed not to transfer, assign or sell any of the private placement warrants (including the Class A ordinary shares issuable upon exercise of any of these warrants) until the date that is 30 days after the date we complete our initial business combination, except that, among other limited exceptions as described under “Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants,” transfers can be made to our officers and directors and other persons or entities affiliated with the sponsor.
Forward Purchase Shares
Prior to the consummation of this offering, we will enter into a forward purchase agreement with the forward purchase investor pursuant to which the forward purchase investor will agree to purchase up to $50,000,000 of forward purchase shares. Each forward purchase share will consist of one Class A ordinary share, and will be sold at a purchase price of $10.00 per share in a private placement concurrently with the closing of our initial business combination. The obligations of the forward purchase investor under the forward purchase agreement do not depend on whether any Class A ordinary shares held by public shareholders are redeemed by us and the amount of forward purchase shares sold pursuant to the forward purchase agreement will be subject to the forward purchase investor’s sole discretion. The forward purchase shares will generally be identical to the Class A ordinary shares included in the units being sold in this offering, except that they will be entitled to certain registration rights, as described herein.
Dividends
We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of 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 cash dividends subsequent to a business combination will be within the discretion of our board of directors at such time and we will only pay such dividends out of our profits or share premium (subject to solvency requirements) as permitted under
Cayman Islands law. If we increase or decrease the size of this offering, then we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our founder shares immediately prior to the consummation of the offering in such amount as to maintain the number of founder shares at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
Our Transfer Agent and Warrant Agent
The transfer agent for our ordinary shares and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its shareholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence or intentional misconduct of the indemnified person or entity. Continental Stock Transfer & Trust Company has agreed that it has no right of set-off or any right, title, interest or claim of any kind to, or to any monies in, the trust account, and has irrevocably waived any right, title, interest or claim of any kind to, or to any monies in, the trust account that it may have now or in the future. Accordingly, any indemnification provided will only be able to be satisfied, or a claim will only be able to be pursued, solely against us and our assets outside the trust account and not against the any monies in the trust account or interest earned thereon.
Certain Differences in Corporate Law
Cayman Islands companies are governed by the Companies Act. The Companies Act is modeled on English law but does not follow recent English law statutory enactments, and differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the material differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.
Mergers and Similar Arrangements. In certain circumstances, the Companies Act allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman Islands exempted company and a company incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction).
Where the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain prescribed information hat plan or merger or consolidation must then be authorized by either (a) a special resolution being (i) the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or (ii) a unanimous written resolution of the shareholders) or the shareholders of each company; or (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. No shareholder resolution is required for a merger between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company) and its subsidiary company. The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies Act (which includes certain other formalities) have been complied with, the Registrar of Companies will register the plan of merger or consolidation.
Where the merger or consolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands exempted company are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements of those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof;
(iv) that no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended or restricted.
Where the surviving company is the Cayman Islands exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the foreign company is able to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived, (b) the transfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company and (c) the laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; (iii) that the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction; and (iv) that there is no other reason why it would be against the public interest to permit the merger or consolidation.
Where the above procedures are adopted, the Companies Act provides for a right of dissenting shareholders to be paid a payment of the fair value of his shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows: (a) the shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (c) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention to dissent including, among other details, a demand for payment of the fair value of his shares; (d) within seven days following the date of the expiration of the period set out in paragraph (b) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; and (e) if the company and the shareholder fail to agree a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands Grand Court to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder are not available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where the consideration for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.
Moreover, Cayman Islands law has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances, schemes of arrangement will generally be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in the Cayman Islands as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger was sought pursuant to a scheme of arrangement (the procedures for which are more rigorous and take longer to complete than the procedures typically required to consummate a merger in the United States), the arrangement in question must be approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at an annual general meeting, or extraordinary general meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned
by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:
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we are not proposing to act illegally or beyond the scope of our corporate authority and the statutory provisions as to majority vote have been complied with;
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the shareholders have been fairly represented at the general meeting in question;
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the arrangement is such as a businessman would reasonably approve; and
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the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.”
If a scheme of arrangement or takeover offer (as described below) is approved, any dissenting shareholder would have no rights comparable to appraisal rights (providing rights to receive payment in cash for the judicially determined value of the shares), which would otherwise ordinarily be available to dissenting shareholders of United States corporations.
Squeeze-out Provisions. When a takeover offer is made and accepted by holders of 90% of the shares to whom the offer relates is made within four months, the offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion or inequitable treatment of the shareholders.
Further, transactions similar to a merger, reconstruction and/or an amalgamation may in some circumstances be achieved through means other than these statutory provisions, such as a share capital exchange, asset acquisition or control, or through contractual arrangements, of an operating business.
Shareholders’ Suits. Ogier, our Cayman Islands legal counsel, is not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example) our officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islands authorities and on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:
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a company is acting, or proposing to act, illegally or beyond the scope of its authority;
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the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or
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those who control the company are perpetrating a “fraud on the minority.”
A shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about to be infringed.
Enforcement of Civil Liabilities. The Cayman Islands has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States.
We have been advised by Ogier, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided
certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
Special Considerations for Exempted Companies. We are an exempted company with limited liability (meaning our public shareholders have no liability, as members of the company, for liabilities of the company over and above the amount paid for their shares) under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions an
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annual reporting requirements are minimal and consist mainly of a statement that the company has conducted its operations mainly outside of the Cayman Islands and has complied with the provisions of the Companies Act;
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an exempted company’s register of members is not open to inspection;
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an exempted company does not have to hold an annual general meeting;
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an exempted company may issue negotiable or bearer shares or shares with no par value;
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an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);
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an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
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an exempted company may register as a limited duration company; and
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an exempted company may register as a segregated portfolio company.
Memorandum and Articles of Association
The Business Combination Article of our memorandum and articles of association will contain provisions designed to provide certain rights and protections relating to this offering that will apply to us until the completion of our initial business combination. These provisions cannot be amended without a special resolution. As a matter of Cayman Islands law, a resolution is deemed to be a special resolution where it has been approved by either: (i) at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s shareholders at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given; or (ii) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s shareholders. Our memorandum and articles of association will provide that special resolutions must be approved either by at least two-thirds of our shareholders (i.e., the lowest threshold permissible under Cayman Islands law), or by a unanimous written resolution of all of our shareholders.
Our initial shareholders, who will collectively beneficially own 20% of our ordinary shares upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our memorandum and articles of association and will have the discretion to vote in any manner they choose. Specifically, our memorandum and articles of association will provide, among other things, that:
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If we are unable to complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) 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 no 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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law;
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Prior to our initial business combination, we may not issue additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on our initial business combination or (b) to approve an amendment to our memorandum and articles of association to (x) extend the time we have to consummate a business combination beyond 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering or (y) amend the foregoing provisions;
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Although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or our executive officers, we are not prohibited from doing so. In the event that we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such a business combination is fair to our company from a financial point of view;
•
If a shareholder vote on our initial business combination is not required by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A under the Exchange Act;
•
We must complete one or more business combinations having an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination;
•
If our shareholders approve an amendment to our memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption 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 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity, we will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations and on the conditions described herein; and
•
We will not effectuate our initial business combination with another blank check company or a similar company with nominal operations.
In addition, our memorandum and articles of association will provide that under no circumstances will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. However, we may raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of this offering, in order to, among other reasons, satisfy such net tangible assets requirement.
The Companies Act permits a company incorporated in the Cayman Islands to amend its memorandum and articles of association with the approval of a special resolution. A company’s articles of association may specify that the approval of a higher majority is required but, provided the approval of the required majority
is obtained, any Cayman Islands exempted company may amend its memorandum and articles of association regardless of whether its memorandum and articles of association provides otherwise. Accordingly, although we could amend any of the provisions relating to our proposed offering, structure and business plan which are contained in our memorandum and articles of association, we view all of these provisions as binding obligations to our shareholders and neither we, nor our officers or directors, will take any action to amend or waive any of these provisions unless we provide dissenting public shareholders with the opportunity to redeem their public shares.
Anti-Money Laundering—Cayman Islands
In order to comply with legislation or regulations aimed at the prevention of money laundering, we are required to adopt and maintain anti-money laundering procedures, and may require subscribers to provide evidence to verify their identity, the identity of their beneficial owners/controllers and source of funds. Where permitted, and subject to certain conditions, we may also delegate the maintenance of our anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person.
We reserve the right to request such information as is necessary to verify the identity of a subscriber. In some cases, the directors may be satisfied that no further information is required since an exemption applies under the Anti-Money Laundering Regulations (2020 Revision) of the Cayman Islands, as amended and revised from time to time (the “Regulations”). Depending on the circumstances of each application, a detailed verification of identity might not be required where:
•
the subscriber makes the payment for their investment from an account held in the subscriber’s name at a recognized financial institution;
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the subscriber is regulated by a recognized regulatory authority and is based or incorporated in, or formed under the law of, a recognized jurisdiction; or
•
the application is made through an intermediary which is regulated by a recognized regulatory authority and is based in or incorporated in, or formed under the law of a recognized jurisdiction and an assurance is provided in relation to the procedures undertaken on the underlying investor.
For the purposes of these exceptions, recognition of a financial institution, regulatory authority or jurisdiction will be determined in accordance with the Regulations by reference to those jurisdictions recognized by the Cayman Islands Monetary Authority as having equivalent anti-money laundering regulations.
In the event of delay or failure on the part of the subscriber in producing any information required for verification purposes, we may refuse to accept the application, in which case any funds received will be returned without interest to the account from which they were originally debited.
We also reserve the right to refuse to make any payment to a shareholder if our directors or officers suspect or are advised that the payment to such shareholder may be non-compliant with applicable anti-money laundering or other laws or regulations, or if such refusal is considered necessary or appropriate to ensure our compliance with any such laws or regulations in any applicable jurisdiction.
If any person resident in the Cayman Islands knows or suspects or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or is involved with terrorism or terrorist property and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Law (2020 Revision) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Law (2018 Revision) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report will not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.
Cayman Islands Data Protection
We have certain duties under the Data Protection Law, 2017 of the Cayman Islands (the “DPL”) based on internationally accepted principles of data privacy.
Privacy Notice
Introduction
This privacy notice puts our shareholders on notice that through your investment in the company you will provide us with certain personal information which constitutes personal data within the meaning of the DPL (“personal data”).
In the following discussion, the “company” refers to us and our affiliates and/or delegates, except where the context requires otherwise.
Investor Data
We will collect, use, disclose, retain and secure personal data to the extent reasonably required only and within the parameters that could be reasonably expected during the normal course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our activities of on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will only transfer personal data in accordance with the requirements of the DPL, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or damage to the personal data.
In our use of this personal data, we will be characterized as a “data controller” for the purposes of the DPL, while our affiliates and service providers who may receive this personal data from us in the conduct of our activities may either act as our “data processors” for the purposes of the DPL or may process personal information for their own lawful purposes in connection with services provided to us.
We may also obtain personal data from other public sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account details, source of funds details and details relating to the shareholder’s investment activity.
Who this Affects
If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation your investment in the Company, this will be relevant for those individuals and you should transmit the content of this Privacy Notice to such individuals or otherwise advise them of its content.
How the Company May Use Your Personal Data
The company, as the data controller, may collect, store and use personal data for lawful purposes, including, in particular:
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where this is necessary for the performance of our rights and obligations under any purchase agreements;
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where this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or
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where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.
Should we wish to use personal data for other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.
Why We May Transfer Your Personal Data
In certain circumstances, we may be legally obliged to share personal data and other information with respect to your shareholding with the relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including tax authorities.
We anticipate disclosing personal data to persons who provide services to us and their respective affiliates (which may include certain entities located outside the United States, the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.
The Data Protection Measures We Take
Any transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPL.
We and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.
We shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant personal data relates.
Certain Anti-Takeover Provisions of our Memorandum and Articles of Association
Our memorandum and articles of association will provide that our board of directors will be classified into three classes of directors. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual general meetings.
Our authorized but unissued Class A ordinary shares and preference shares are available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved Class A ordinary shares and preference shares could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Classified Board of Directors
Our board of directors will initially be divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Our memorandum and articles of association will provide that the authorized number of directors may be changed only by resolution of the board of directors. Subject to the terms of any preference shares, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class. Any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. However, prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.
Securities Eligible for Future Sale
Immediately after this offering we will have 15,625,000 (or 17,968,750 if the underwriters’ over-allotment option is exercised in full) ordinary shares outstanding. Of these shares, the Class A ordinary shares sold in this offering (12,500,000 Class A ordinary shares if the underwriters’ over-allotment option is
not exercised and 14,375,000 shares if the underwriters’ over-allotment option is exercised in full) will be freely tradable without restriction or further registration under the Securities Act, except for any Class A ordinary shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding founder shares (3,125,000 founder shares if the underwriters’ over-allotment option is not exercised and 3,593,750 founder shares if the underwriters’ over-allotment option is exercised in full) and all of the outstanding private placement warrants (4,175,000 warrants if the underwriters’ over-allotment option is not exercised and 4,456,250 warrants if the underwriters’ over-allotment option is exercised in full) will be restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.
Rule 144
Pursuant to 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 and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale.
Persons who have beneficially owned restricted shares or warrants for at least six months but who are our affiliates at the time of, or at 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 only a number of securities that does not exceed the greater of:
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1% of the total number of ordinary shares then outstanding, which will equal 156,250 shares immediately after this offering (or 179,687 if the underwriters exercise in full their over-allotment option); or
•
the average weekly reported trading volume of the Class A ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
Sales by our affiliates 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
Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:
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the issuer of the securities that was formerly a shell company has ceased to be a shell company;
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the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
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the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and
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at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
As a result, our initial shareholders will be able to sell their founder shares and private placement warrants, as applicable, pursuant to Rule 144 without registration one year after we have completed our initial business combination.
Registration Rights
The holders of the (i) founder shares, which were issued in a private placement prior to the closing of this offering, (ii) private placement warrants, which will be issued in a private placement simultaneously
with the closing of this offering and the Class A ordinary shares underlying such private placement warrants and (iii) private placement warrants that may be issued upon conversion of working capital loans will have registration rights to require us to register a sale of any of our securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. Pursuant to the registration rights agreement and assuming the underwriters exercise their over-allotment option in full and $1.5 million of working capital loans are converted into private placement warrants, we will be obligated to register up to 7,831,250 Class A ordinary shares and 5,737,500 warrants. The number of Class A ordinary shares includes (i) 3,593,750 Class A ordinary shares to be issued upon conversion of the founder shares, (ii) 4,456,250 Class A ordinary shares underlying the private placement warrants and (iii) 1,500,000 Class A ordinary shares underlying the private placement warrants issued upon conversion of working capital loans. The number of warrants includes 4,456,250 private placement warrants and 1,500,000 private placement warrants issued upon conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
Pursuant to the forward purchase agreement, we have agreed to use our reasonable best efforts (i) to file within 30 days after the closing of the initial business combination a registration statement with the SEC for a secondary offering of the forward purchase shares, (ii) to cause such registration statement to be declared effective promptly thereafter but in no event later than sixty (60) days after the initial filing, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which our sponsor or its assignees cease to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration statement is declared effective, cause us to conduct firm commitment underwritten offerings, subject to certain limitations. In addition, the forward purchase agreement provides for “piggy-back” registration rights to the holders of forward purchase shares to include their securities in other registration statements filed by us.
Listing of Securities
We intend to apply to have our units listed on Nasdaq under the symbol “RAMMU” commencing on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols “RAM” and “RAMMW,” respectively.
TAXATION
The following summary of certain Cayman Islands and United States federal income tax consequences of an investment in our units, each consisting of one Class A ordinary share and one-half of one redeemable warrant, which we refer to collectively as our securities, is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in our Class A ordinary shares and warrants, such as the tax consequences under state, local and other tax laws.
Prospective investors should consult their advisors on the possible tax consequences of investing in our securities under the laws of their country of citizenship, residence or domicile.
Cayman Islands Tax Considerations
The following is a discussion on certain Cayman Islands income tax consequences of an investment in the securities of the Company. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.
Under Existing Cayman Islands Laws
Payments of dividends and capital in respect of our securities will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the securities nor will gains derived from the disposal of the securities be subject to Cayman Islands income or corporation tax. The Cayman Islands currently has no income, corporation or capital gains tax and no estate duty, inheritance tax or gift tax.
No stamp duty is payable in respect of the issue of the warrants. An instrument of transfer in respect of a warrant is stampable if executed in or brought into the Cayman Islands.
No stamp duty is payable in respect of the issue of our Class A ordinary shares or on an instrument of transfer in respect of such shares. However, an instrument of transfer in respect of shares is stampable if executed in or brought into the Cayman Islands.
The Company has been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has applied for and has obtained an undertaking from the Financial Secretary of the Cayman Islands in the following form:
The Tax Concessions Act (2018 Revision)
Undertaking as to Tax Concessions
In accordance with the provision of Section 6 of The Tax Concessions Act (2018 Revision), the Financial Secretary undertakes with Aries I Acquisition Corporation (the “Company”):
1.
That no law which is hereafter enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations;
2.
In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable:
2.1.
On or in respect of the shares, debentures or other obligations of the Company; or
2.2.
by way of the withholding in whole or part, of any relevant payment as defined in the Tax Concessions Act (2018 Revision).
These concessions shall be for a period of twenty years from the date hereof.
United States Federal Income Tax Considerations
General
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 Class A ordinary share and one-half of one redeemable warrant) that are purchased in this offering , which we refer to collectively as our securities, 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 Class A ordinary share and warrant components of the unit. As a result, the discussion below with respect to actual holders of Class A ordinary shares and warrants also should apply to holders of units (as the deemed owners of the underlying Class A ordinary shares and warrants that constitute the units).
This discussion is limited to certain 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 a capital asset under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This discussion assumes that the Class A ordinary shares and warrants will trade separately and that any distributions made (or deemed made) by us on our Class A ordinary shares and any consideration received (or deemed received) by a holder in consideration for the sale or other disposition of our securities will be in U.S. dollars. This discussion is a summary only and does not consider all aspects of 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, including:
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our founders, sponsor, initial shareholders, officers or directors or holders of our Class B ordinary shares or private placement warrants;
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financial institutions or financial services entities;
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broker-dealers;
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taxpayers that are subject to the mark-to-market tax accounting rules;
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tax-exempt entities;
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governments or agencies or instrumentalities thereof;
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insurance companies;
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regulated investment companies;
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real estate investment trusts;
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persons liable for alternative minimum tax;
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expatriates or former long-term residents of the United States;
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persons that actually or constructively own five percent or more of our voting shares;
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persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;
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persons required to accelerate the recognition of any item of gross income with respect to Class A ordinary shares or warrants as a result of such income being recognized or an applicable financial statement;
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persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction;
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U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;
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controlled foreign corporations; or
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PFICs (as defined below).
Moreover, the discussion below is based upon the provisions of the Code, the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof, and
such provisions may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to result in U.S. federal income tax consequences different from those 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-United States tax laws.
We have not sought, and will not seek, a ruling from the 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.
This discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through such entities. If a partnership (or other entity or arrangement classified as a partnership or other pass-through entity for U.S. federal income tax purposes) is the beneficial owner of our securities, the U.S. federal income tax treatment of a partner or member in the partnership or other pass-through entity generally will depend on the status of the partner or member and the activities of the partnership or other pass-through entity. If you are a partner or member of a partnership or other pass-through entity holding our securities, we urge you to consult your own tax advisor.
THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES. EACH PROSPECTIVE INVESTOR IN OUR SECURITIES IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY UNITED STATES FEDERAL NON-INCOME, STATE, LOCAL, AND NON-U.S. TAX LAWS.
Allocation of Purchase Price and Characterization of a Unit
No statutory, administrative or judicial authority directly addresses the treatment of a unit or instruments similar to a unit for 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 Class A ordinary share and one-half of one warrant. Each whole warrant is exercisable to acquire one of our Class A ordinary shares and the Company intends to treat the acquisition of a unit in such manner. By purchasing a unit, you will agree to adopt such treatment for U.S. federal income tax purposes. For United States federal income tax purposes, each holder of a unit must allocate the purchase price paid by such holder for such unit between the one Class A ordinary share and 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 their own determination of such value based on all the relevant facts and circumstances. Therefore, we strongly urge each investor to consult their tax adviser regarding the determination of value for these purposes. The price allocated to each Class A ordinary share and the one-half of one warrant should be the shareholder’s initial tax basis in such share or warrant. Any disposition of a unit should be treated for U.S. federal income tax purposes as a disposition of the Class A ordinary share and one-half of one warrant comprising the unit, and the amount realized on the disposition should be allocated between the Class A ordinary share and one-half of one warrant based on their respective fair market values at the time of disposition. The separation of the Class A ordinary share and the one-half of one warrant constituting a unit and the combination of thirds of warrants into a single warrant should not be a taxable event for U.S. federal income tax purposes.
The foregoing treatment of the units, Class A ordinary shares and warrants and a holder’s purchase price allocation are not binding on the IRS or the courts. Because there are no authorities that directly address instruments that are similar to the units, no assurance can be given that the IRS or the courts will agree with the characterization described above or the discussion below. Accordingly, each prospective investor is urged to consult its tax advisors regarding the tax consequences of an investment in a unit (including alternative characterizations of a unit). The balance of this discussion assumes that the characterization of the units described above is respected for U.S. federal income tax purposes.
U.S. Holders
This section applies to you if you are a “U.S. Holder.” A U.S. Holder is a beneficial owner of our units, Class A ordinary shares or warrants who or that is:
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an individual who is a citizen or resident of the United States as determined for U.S. federal income tax purposes;
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a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States, any state thereof or the District of Columbia;
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an estate whose income is subject to U.S. federal income tax regardless of its source; or
•
a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons (as defined in the Code) have authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under Treasury Regulations to be treated as a U.S. person.
Taxation of Distributions
Subject to the passive foreign investment company (“PFIC”) rules discussed below, a U.S. Holder generally will be required to include in gross income as dividends the amount of any distribution of cash or other property (other than certain distributions of the Company’s shares or rights to acquire the Company’s shares) paid on our Class A ordinary shares to the extent the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). A cash distribution on such shares generally will be treated as foreign source divided income for U.S. federal income tax purposes. Distributions in excess of such earnings and profits generally will be applied against and reduce the U.S. Holder’s basis in its Class A ordinary shares (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such Class A ordinary shares (the treatment of which is described under “Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants” below).
Dividends paid by us will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. With respect to non-corporate U.S. Holders, dividends generally will be taxed at the lower applicable long-term capital gains rate (see “Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants” below) only if our Class A ordinary shares are readily tradable on an established securities market in the United States, we are not a PFIC at the time the dividend was paid or in the previous year, and certain other requirements are met (including a holding period). It is unclear, however, whether certain redemption rights described in this prospectus may suspend the running of the applicable holding period for this purpose. U.S. Holders should consult their tax advisors regarding the availability of such lower rate for any dividends paid with respect to our Class A ordinary shares.
Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants
Subject to the PFIC rules discussed below, a U.S. Holder generally will recognize capital gain or loss on the sale or other taxable disposition of our Class A ordinary shares or warrants (including on our dissolution and liquidation if we do not consummate an initial business combination within the required time period). Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for such Class A ordinary shares or warrants exceeds one year. However, it is unclear whether certain redemption rights described in this prospectus may suspend the running of the applicable holding period of the Class A ordinary shares for this purpose.
The amount of gain or loss recognized on a sale or other taxable disposition generally will be equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition (or, if the Class A ordinary shares or warrants are held as part of units at the time of the disposition, the portion of the amount realized on such disposition that is allocated to the Class A ordinary shares or warrants based upon the then fair market values of the Class A ordinary shares and the warrants
constituting the units) and (ii) the U.S. Holder’s adjusted tax basis in its Class A ordinary shares or warrants so disposed of. A U.S. Holder’s adjusted tax basis in its Class A ordinary shares or warrants generally will equal the U.S. Holder’s acquisition cost (that is, the portion of the purchase price of a unit allocated to a Class A ordinary share 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 Class A ordinary share, by any prior distributions treated as a return of capital. Long-term capital gain realized by a non-corporate U.S. Holder may be taxed at reduced rates. See “Exercise, Lapse or Redemption of a Warrant” below for a discussion regarding a U.S. Holder’s basis in the Class A ordinary share acquired pursuant to the exercise of a warrant. The deduction of capital losses is subject to certain limitations.
Redemption of Class A Ordinary Shares
Subject to the PFIC rules discussed below, in the event that a U.S. Holder’s Class A ordinary shares are redeemed pursuant to the redemption provisions described in this prospectus under “Description of Securities—Ordinary Shares” or if we purchase a U.S. Holder’s Class A ordinary shares in an open-market transaction, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption or purchase by us qualifies as a sale of the Class A ordinary shares under
Section 302 of the Code. If the redemption or purchase by us qualifies as a sale of Class A ordinary shares, the U.S. Holder will be treated as described under “Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants” above. If the redemption or purchase by us does not qualify as a sale of Class A ordinary shares, the U.S. Holder will be treated as receiving a corporate distribution with the tax consequences described above under “Taxation of Distributions.” Whether a redemption or purchase by us qualifies for sale treatment will depend largely on the total number of our shares treated as held by the U.S. Holder (including any Class A ordinary shares constructively owned by the U.S. Holder described in the following paragraph, including as a result of owning warrants) relative to all of our shares outstanding both before and after such redemption or purchase. A redemption or purchase by us of Class A ordinary shares generally will be treated as a sale of the Class A ordinary shares (rather than as a corporate distribution) if such redemption or purchase (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.
In determining whether any of the foregoing tests is satisfied, a U.S. Holder takes into account not only our shares actually owned by the U.S. Holder, but also our shares that are constructively owned by such holder. A U.S. Holder may constructively own, in addition to shares owned directly, shares owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any shares the U.S. Holder has a right to acquire by exercise of an option, which would generally include Class A ordinary shares which could be acquired by such U.S. Holder pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage of our issued and outstanding voting shares actually and constructively owned by the U.S. Holder immediately following the redemption or purchase by us of Class A ordinary shares must, among other requirements, be less than 80% of the percentage of our issued and outstanding voting shares actually and constructively owned by the U.S. Holder immediately before the redemption or purchase by us. Prior to our initial business combination the Class A ordinary shares may not be treated as voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete termination of a U.S. Holder’s interest if either (i) all of our shares actually and constructively owned by the U.S. Holder are redeemed or (ii) all of our shares actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of shares owned by certain family members and the U.S. Holder does not constructively own any other shares of ours. The redemption or purchase by us of the Class A ordinary shares will not be essentially equivalent to a dividend if such redemption or purchase by us results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in us. Whether the redemption or purchase by us will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate
affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult with its own tax advisors as to the tax consequences of a redemption or purchase by us of any Class A ordinary shares.
If none of the foregoing tests are satisfied, then the redemption or purchase by us of any Class A ordinary shares will be treated as a corporate distribution and the tax effects will be as described under “Taxation of Distributions” above. After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed Class A ordinary shares will be added to the U.S. Holder’s adjusted tax basis in its remaining shares, or, if it has none, to the U.S. Holder’s adjusted tax basis in its warrants or possibly in other shares constructively owned by it.
U.S. holders who actually or constructively own five percent (or, if our Class A ordinary shares are not then publicly traded, one percent) or more of our shares (by vote or value) may be subject to special reporting requirements with respect to a redemption of Class A ordinary shares, and such holders are urged to consult with their own tax advisors with respect to their reporting requirements.
Exercise, Lapse or Redemption of a Warrant
Subject to the PFIC rules discussed below and except as discussed below with respect to the cashless exercise of a warrant, a U.S. Holder generally will not recognize gain or loss upon the acquisition of a Class A ordinary share on the exercise of a warrant for cash. A U.S. Holder’s tax basis in a Class A ordinary share received upon exercise of the warrant generally will equal the sum of the U.S. Holder’s initial investment in the warrant (that is, the portion of the U.S. Holder’s purchase price for the units that is allocated to the warrant, as described above under “Allocation of Purchase Price and Characterization of a Unit”) and the exercise price. It is unclear whether a U.S. Holder’s holding period for the Class A ordinary share received will commence on the date of exercise of the warrant or the day following the date of exercise of the warrant; in either case, the holding period will not include the period during which the U.S. Holder held the warrant. If a warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the warrant.
The tax consequences of a cashless exercise of a warrant are not clear under current law. Subject to the PFIC rules discussed below, a cashless exercise may not be taxable, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either situation, a U.S. Holder’s tax basis in the Class A ordinary shares received generally should equal the U.S. Holder’s tax basis in the warrants. If the cashless exercise was not a realization event, it is unclear whether a U.S. Holder’s holding period for the Class A ordinary shares received would be treated as commencing on the date of exercise of the warrant or the day following the date of exercise of the warrant. If the cashless exercise were treated as a recapitalization, the holding period of the Class A ordinary shares received would include the holding period of the warrants. It is also possible that a cashless exercise may be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder may be deemed to have surrendered a number of warrants having a value equal to the exercise price for the total number of warrants to be exercised. Subject to the PFIC rules discussed below, the U.S. Holder would recognize capital gain or loss in an amount equal to the difference between the fair market value of the Class A ordinary shares received in respect of the warrants deemed surrendered and the U.S. Holder’s tax basis in the warrants deemed surrendered. In this case, a U.S. Holder’s tax basis in the Class A ordinary shares received would equal the sum of the fair market value of the Class A ordinary shares received in respect of the warrants deemed surrendered and the U.S. Holder’s tax basis in the warrants exercised. It is unclear whether a U.S. Holder’s holding period for the Class A ordinary shares would commence on the date of exercise of the warrant or the day following the date of exercise of the warrant; in either case, the holding period will not include the period during which the U.S. Holder held the warrant.
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 Class A ordinary share 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.
Subject to the PFIC rules described below, if we redeem warrants for cash pursuant to the redemption provisions described in the section of this prospectus entitled “Description of Securities—Warrants—Public
Shareholders’ Warrants—Redemption of Warrants When the Price Per Class A Ordinary Share Equals or Exceeds $18.00” or the section of this prospectus entitled “—Redemption of Warrants When Price Per Class A Ordinary Share Equals or Exceeds $10.00” 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 “—Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants.”
Possible Constructive Distributions
The terms of each warrant provide for an adjustment to the number of Class A ordinary shares for which the warrant may be exercised or to the exercise price of the warrant in certain events, as discussed in the section of this prospectus captioned “Description of Securities—Warrants—Public Shareholders’ Warrants.” An adjustment which has the effect of preventing dilution generally is not taxable. However, the U.S. Holders of the warrants would be treated as receiving a constructive distribution from us if, for example, the adjustment increases such U.S. Holders’ proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of Class A ordinary shares that would be obtained upon exercise) or through a decrease to the exercise price as a result of a distribution of cash or other property to the holders of our Class A ordinary shares. Such constructive distribution to a U.S. Holder of warrants would be treated as if such U.S. Holder had received a cash distribution from us generally equal to the fair market value of such increased interest (taxed as described above under “—Taxation of Distributions”). For certain information reporting purposes, we are required to determine the date and amount of any such constructive distributions. Recently proposed Treasury regulations, which we may rely on prior to the issuance of final regulations, specify how the date and amount of constructive distributions are determined.
Passive Foreign Investment Company Rules
A foreign (i.e., non-U.S.) corporation (or a non-U.S. entity treated as a corporation for U.S. federal income tax purposes) will be classified as a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (ordinarily determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes, among other things, dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of assets giving rise to passive income.
Because we are a blank check company, with no current active business, we believe that it is likely that we will meet the PFIC asset or income test for our current taxable year. However, pursuant to a startup exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income (the “startup year”), if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the startup year; and (3) the corporation is not in fact a PFIC for either of those years. The applicability of the startup exception to us will not be known until after the close of our current taxable year and, perhaps, until after the end of our two taxable years following our startup year. After the acquisition of a company or assets in a business combination, we may still meet one of the PFIC tests depending on the timing of the acquisition and the amount of our passive income and assets as well as the passive income and assets of the acquired business. If the company that we acquire in a business combination is a PFIC, then we will likely not qualify for the startup exception and will be a PFIC for our current taxable year. Our actual PFIC status for our current taxable year or any subsequent taxable year will not be determinable until after the end of such taxable year (and, in the case of the startup exception to our current taxable year, perhaps until after the end of our two taxable years following our startup year). Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year or any future taxable year.
Although our PFIC status is determined annually, an initial determination that our company is a PFIC will generally apply for subsequent years to a U.S. Holder who held Class A ordinary shares or warrants while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. If we are
determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our Class A ordinary shares or warrants and, in the case of our Class A ordinary shares, the U.S. Holder did not make either a timely mark-to-market election or a qualified electing fund (“QEF”) election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Class A ordinary shares, as described below, such U.S. Holder generally will be subject to special rules with respect to (i) any gain recognized by the U.S. Holder on the sale or other disposition of its Class A ordinary shares or warrants and (ii) any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the Class A ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the Class A ordinary shares).
Under these rules:
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the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Class A ordinary shares or warrants;
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the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;
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the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and
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an additional amount equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder.
In general, if we are determined to be a PFIC, a U.S. Holder may be able to avoid the PFIC tax consequences described above in respect to our Class A ordinary shares (but not our warrants) by making a timely and valid QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the U.S. Holder in which or with which our taxable year ends. A U.S. Holder generally may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.
It is not entirely clear how various aspects of the PFIC rules apply to the warrants. However, a U.S. Holder may not make a QEF election with respect to its warrants to acquire our Class A ordinary shares. As a result, if a U.S. Holder sells or otherwise disposes of such warrants (other than upon exercise of such warrants) and we were a PFIC at any time during the U.S. Holder’s holding period of such warrants, any gain recognized may be treated as an excess distribution, taxed as described above. If a U.S. Holder that exercises such warrants properly makes a QEF election with respect to the newly acquired Class A ordinary shares (or has previously made a QEF election with respect to our Class A ordinary shares), the QEF election will apply to the newly acquired Class A ordinary shares. Notwithstanding any such QEF election, the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting from the QEF election, may continue to apply with respect to such newly acquired Class A ordinary shares (which may be deemed to have a holding period for purposes of the PFIC rules that includes the period the U.S. Holder held the warrants), unless the U.S. Holder makes a purging election under the PFIC rules. Under the purging election, the U.S. Holder will be deemed to have sold such shares at their fair market value and any gain recognized on such deemed sale will be treated as an excess distribution, as described above. As a result of the purging election, the U.S. Holder will have a new basis and holding period in the Class A ordinary shares acquired upon the exercise of the warrants for purposes of the PFIC rules. U.S. Holders are urged to consult their tax advisors as to the application of the rules governing purging elections to their particular circumstances.
The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified
Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.
In order to comply with the requirements of a QEF election, a U.S. Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a QEF election, but there is no assurance that we will timely provide such required information. There is also no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided.
If a U.S. Holder has made a QEF election with respect to our Class A ordinary shares, and the excess distribution rules discussed above do not apply to such shares (because of a timely QEF election for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of our
Class A ordinary shares generally will be taxable as capital gain and no additional interest charge will be imposed under the PFIC rules. As discussed above, if we are a PFIC for any taxable year, a U.S. Holder of our Class A ordinary shares that has made a QEF election will be currently taxed on its pro rata share of our earnings and profits, whether or not distributed for such year. A subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable when distributed to such U.S. Holder. The tax basis of a U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. In addition, if we are not a PFIC for any taxable year, such U.S. Holder will not be subject to the QEF inclusion regime with respect to our Class A ordinary shares for such a taxable year.
Alternatively, if a U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the U.S. Holder may make a mark-to-market election with respect to such shares for such taxable year. If the U.S. holder makes a valid mark-to-market election for the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) Class A ordinary shares in us and for which we are determined to be a PFIC, such U.S. Holder generally will not be subject to the PFIC rules described above in respect to its Class A ordinary shares. Instead, in general, the U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its Class A ordinary shares at the end of its taxable year over its adjusted basis in its Class A ordinary shares. These amounts of ordinary income would not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gains. The U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of its adjusted basis in its Class A ordinary shares over the fair market value of its Class A ordinary shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s basis in its Class A ordinary shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its Class A ordinary shares will be treated as ordinary income. Currently, a mark-to-market election may not be made with respect to warrants.
The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including the New York Stock Exchange (on which we intend to list the Class A ordinary shares), or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. If made, a mark-to-market election would be effective for the taxable year for which the election was made and for all subsequent taxable years unless the Class A ordinary shares ceased to qualify as “marketable stock” for purposes of the PFIC rules or the IRS consented to the revocation of the election. U.S. Holders are urged to consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our Class A ordinary shares under their particular circumstances.
If we are a PFIC and, at any time, have a foreign subsidiary that is classified as a PFIC, U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur
liability for the deferred tax and interest charge described above if we receive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC or the U.S. Holders otherwise were deemed to have disposed of an interest in the lower-tier PFIC. We will endeavor to cause any lower-tier PFIC to provide to a U.S. Holder the information that may be required to make or maintain a QEF election with respect to the lower -tier PFIC. There can be no assurance that we will have timely knowledge of the status of any such lower-tier PFIC. In addition, we may not hold a controlling interest in any such lower-tier PFIC and thus there can be no assurance we will be able to cause the lower-tier PFIC to provide such required information. A mark-to-market election generally would not be available with respect to such lower-tier PFIC. U.S. Holders are urged to consult their tax advisors regarding the tax issues raised by lower-tier PFICs.
A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form 8621 (whether or not a QEF or mark-to-market election is made) and such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations until such required information is furnished to the IRS.
The rules dealing with PFICs and with the QEF and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of our Class A ordinary shares and warrants should consult their own tax advisors concerning the application of the PFIC rules to our securities under their particular circumstances.
Tax Reporting
Certain U.S. Holders may be required to file an IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) to report a transfer of property (including cash) to us. Substantial penalties may be imposed on a U.S. Holder that fails to comply with this reporting requirement, and the period of limitations on assessment and collection of U.S. federal income taxes will be extended in the event of a failure to comply. Furthermore, certain U.S. Holders who are individuals and certain entities will be required to report information with respect to such U.S. Holder’s investment in “specified foreign financial assets” on IRS Form 8938 (Statement of Specified Foreign Financial Assets), subject to certain exceptions. Specified foreign financial assets generally include any financial account maintained with a non-U.S. financial institution and should also include the Class A ordinary shares and warrants if they are not held in an account maintained with a U.S. financial institution. Persons who are required to report specified foreign financial assets and fail to do so may be subject to substantial penalties, and the period of limitations on assessment and collection of U.S. federal income taxes may be extended in the event of a failure to comply. Potential investors are urged to consult their tax advisors regarding the foreign financial asset and other reporting obligations and their application to an investment in our Class A ordinary shares and warrants.
Non-U.S. Holders
This section applies to you if you are a “Non-U.S. Holder.” As used herein, the term “Non-U.S. Holder” means a beneficial owner of our units, Class A ordinary shares or warrants that is for U.S. federal income tax purposes:
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a non-resident alien individual (other than certain former citizens and residents of the United States subject to U.S. tax as expatriates);
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a foreign corporation; or
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an estate or trust that is not a U.S. Holder;
but generally does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition. If you are such an individual, you should consult your tax advisor regarding the U.S. federal income tax consequences of the sale or other disposition of our securities.
Dividends (including constructive distributions treated as dividends) paid or deemed paid to a Non-U.S. Holder in respect of our Class A ordinary shares generally will not be subject to U.S. federal income tax, unless the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such Non-U.S. Holder maintains in the United States). In
addition, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain attributable to a sale or other disposition of our Class A ordinary shares or warrants unless such gain is effectively connected with its conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such holder maintains in the United States).
Dividends (including constructive distributions treated as dividends) and gains that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States) generally will be subject to U.S. federal income tax at the same regular U.S. federal income tax rates applicable to a comparable U.S. Holder and, in the case of a Non-U.S. Holder that is a corporation for United States federal income tax purposes, also may be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.
The U.S. federal income tax treatment of a Non-U.S. Holder’s receipt of any Class A ordinary share upon the 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 receipt of a Class A share on 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 in the preceding paragraphs above for a Non-U.S. Holder’s gain on the sale or other disposition of our securities.
Information Reporting and Backup Withholding
Dividend payments with respect to our Class A ordinary shares and proceeds from the sale, exchange or redemption of our Class A ordinary shares may be subject to information reporting to the IRS and possible United States backup withholding. However, backup withholding will not apply to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status. A Non-U.S. Holder generally will eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s U.S. federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information. U.S. Holders and Non-U.S. Holders are urged to consult their own tax advisors regarding the application of backup withholding and the availability of and procedure for obtaining an exemption from backup withholding in their particular circumstances.
UNDERWRITING
Wells Fargo Securities, LLC and Kingswood Capital Markets are acting as joint book-running managers of the offering and the representatives of the underwriters named below. Subject to the terms and conditions of the underwriting agreement dated the date of this prospectus, each underwriter named below has severally agreed to purchase, and we have agreed to sell to that underwriter, the number of units set forth opposite the underwriter’s name.
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NUMBER
OF UNITS
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Underwriters
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Wells Fargo Securities, LLC
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Kingswood Capital Markets
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Total
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12,500,000
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The underwriting agreement provides that the obligations of the underwriters to purchase the units included in this offering are subject to the approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all of the units (other than those covered by the over-allotment option described below) if they purchase any of the units.
The offering of the units by the underwriters is subject to the receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.
Units sold by the underwriters to the public will initially be offered at the initial public 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 from the initial public offering price not to exceed $ per unit. If all of the units are not sold at the initial offering price, the underwriters may change the offering price and the other selling terms. The representative has advised us that the underwriters do not intend to make sales to discretionary accounts.
If the underwriters sell more units than the total number set forth in the table above, we have granted to the underwriters an option, exercisable for 45 days from the date of this prospectus, to purchase up 1,875,000 additional units at the public offering price less the underwriting discount. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter must purchase a number of additional units approximately proportionate to that underwriter’s initial purchase commitment. Any units issued or sold under the option will be issued and sold on the same terms and conditions as the other units that are the subject of this offering.
We, our sponsor and our officers and directors have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, without the prior written consent of the representatives for a period of 180 days after the date of this prospectus, any units, warrants, ordinary shares or any other securities convertible into, or exercisable, or exchangeable for, ordinary shares, subject to certain exceptions. The representatives in their sole discretion may release any of the securities subject to these lock-up agreements at any time without notice, other than in the case of the officers and directors, which shall be with notice. Our sponsor, officers and directors are also subject to separate transfer restrictions on their founder shares and private placement warrants pursuant to the letter agreements described herein.
Our initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (A) one year after the completion of our initial business combination; or (B) (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date following the completion of our initial business combination on which we complete a liquidation, merger, amalgamation, stock exchange, reorganization or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (except with respect to permitted transferees as described herein under “Principal Shareholders—Restrictions on Transfers of
Founder Shares and Private Placement Warrants”). Any permitted transferees would be subject to the same restrictions and other agreements of our initial shareholders with respect to any founder shares.
The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or saleable until 30 days after the completion of our initial business combination (except with respect to permitted transferees as described herein under “Principal Shareholders—Restrictions on Transfers of Founder Shares and Private Placement Warrants”).
Prior to this offering, there has been no public market for our securities. Consequently, the initial public offering price for the units was determined by negotiations between us and the representative.
The determination of our per unit offering price was more arbitrary than would typically be the case if we were an operating company. Among the factors considered in determining the 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, Class A ordinary shares or warrants 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, Class A ordinary shares or warrants will develop and continue after this offering.
We intend to apply to list our units on Nasdaq under the symbol “RAMMU”. We expect that our units will be listed on Nasdaq on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Wells Fargo Securities, LLC and Kingswood Capital Markets, the representatives of the underwriters, inform us of their decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that our Class A ordinary shares and warrants will be listed on Nasdaq under the symbols “RAM” and “RAMMW,” respectively.
The following table summarizes the compensation and estimated expenses we will pay the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option.
|
|
|
PAYABLE BY
ARIES I ACQUISITION
CORPORATION
|
|
|
|
|
NO
EXERCISE
|
|
|
FULL
EXERCISE
|
|
Per Unit(1)
|
|
|
|
$
|
0.65
|
|
|
|
|
$
|
0.65
|
|
|
Total(1)
|
|
|
|
$
|
8,125,000
|
|
|
|
|
$
|
9,343,750
|
|
|
(1)
Includes $0.45 per unit, or $5,625,000 (or $6,468,750 if the over-allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, in an amount equal to $0.45 multiplied by the number of Class A ordinary shares sold as part of the units in this offering, as described in this prospectus. Up to $2,500,000 (or $2,875,000 if the underwriters’ over-allotment option is exercised in full) of the total amount of the deferred underwriting commissions may be re-allocated among the underwriters or paid to other FINRA members that assist us in identifying or consummating our initial business combination.
We estimate that our non-reimbursed out-of-pocket expenses for this offering will be approximately $1,000,000. We have agreed to pay for the FINRA-related fees and expenses of the underwriters’ legal counsel, not to exceed $25,000. The underwriters have agreed to reimburse certain of our expenses, not to exceed $1,875,000.
If we do not complete our initial business combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of this offering (or such later period, if extended) and subsequently liquidate, the trustee and the underwriters have agreed that: (1) they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust account; and (2) the deferred underwriters’ discounts and commissions will be distributed on a pro rata basis, together with any accrued interest thereon (which interest shall be net of taxes payable), to the public shareholders.
In connection with the offering, the underwriters may purchase and sell units in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions, which may include purchases pursuant to the over-allotment option and stabilizing purchases, in accordance with Regulation M under the Exchange Act.
•
Short sales involve secondary market sales by the underwriters of a greater number of units than they are required to purchase in the offering.
•
“Covered” short sales are sales of units in an amount up to the number of units represented by the underwriters’ over-allotment option.
•
“Naked” short sales are sales of units in an amount in excess of the number of units represented by the underwriters’ over-allotment option.
•
Covering transactions involve purchases of units either pursuant to the over-allotment option or in the open market after the distribution has been completed in order to cover short positions.
•
To close a naked short position, the underwriters must purchase units in the open market after the distribution has been completed. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the units in the open market after pricing that could adversely affect investors who purchase in the offering.
•
To close a covered short position, the underwriters must purchase units in the open market after the distribution has been completed or must exercise the overallotment option. In determining the source of units to close the covered 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.
•
Stabilizing transactions involve bids to purchase units so long as the stabilizing bids do not exceed a specified maximum.
Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the units. They may also cause the price of the units to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.
The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representative has repurchased units sold by or for the account of such underwriter in stabilizing or short covering transactions.
In connection with the offering, the underwriters may also engage in passive market making transactions in our units on Nasdaq in accordance with Rule 103 of Regulation M under the Exchange Act during a period before the commencement of offers or sales of our units in this offering and extending through the completion of distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid that bid must then be lowered when specified purchase limits are exceeded. Passive market making may cause the price of the units to be higher than the price that otherwise would exist in the open market in the absence of those transactions. The underwriters are not required to engage in passive market making and may end passive market making activities at any time.
We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.
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 intention to do so. However, any of the underwriters may introduce us to potential target businesses or assist us in raising additional capital in the future. If any of the underwriters provide services to us after this offering, we may pay such underwriter fair and reasonable fees that would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into with any of the underwriters and no fees for such services will be paid to any of the underwriters prior to the date that is 60 days from the date of this prospectus, unless FINRA determines that such payment would not be deemed underwriters’ compensation in connection with this offering, and we may pay the underwriters of this offering or any entity with which they are affiliated, a finder’s fee or other compensation for services rendered to us in connection with the completion of a business combination.
In addition to the underwriting discount, we have agreed to pay or reimburse the underwriters for travel, lodging and other “road show” expenses, expenses of the underwriters’ legal counsel and certain diligence and other fees, including the preparation, binding and delivery of bound volumes in form and style reasonably satisfactory to the representatives, transaction Lucite cubes or similar commemorative items in a style as reasonably requested by the Representative, and reimbursement for background checks on our directors, director nominees and executive officers, which such fees and expenses are capped at an aggregate of $25,000.
No discounts or commissions will be paid on the sale of the private units.
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and nonfinancial activities and services. Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates, including in connection with acting in an advisory capacity or as a potential financing source in conjunction with our potential acquisition of a company. They have received, or may in the future receive, customary fees and commissions for these transactions.
In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.
Notice to Prospective Investors in the European Economic Area and the United Kingdom
In relation to each member state of the European Economic Area and the United Kingdom (each a “Relevant State”), no units have been offered or will be offered pursuant to this offering to the public in that Relevant State prior to the publication of a prospectus in relation to the units which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers of units may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation:
(a)
to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
(b)
to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or
(c)
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of units shall require the issuer or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.
For the purposes of this provision, the expression an “offer to the public” in relation to any units in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any units to be offered so as to enable an investor to decide to purchase or subscribe for any units, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
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 the United Kingdom
In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Regulation) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”) or otherwise in circumstances which have not resulted and will not result in an offer to the public of the units in the United Kingdom within the meaning of the Financial Services and Markets Act 2000.
Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this document or use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons.
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, articles 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 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
•
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
•
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor,
shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the units 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.
Notice to Prospective Investors in Japan
The units and underlying Class A ordinary shares and warrants 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” will mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.
Notice to Prospective Investors in Canada
The units may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the units must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts, or NI 33-105, the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
Notice to Prospective Investors in the Cayman Islands
No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities.
LEGAL MATTERS
Winston & Strawn LLP, New York, New York, is acting as counsel in connection with the registration of our securities under the Securities Act, and as such, will pass upon the validity of the securities offered in this prospectus with respect to the units and the warrants. Director Nominee Dan Webb is a Partner and Co-Executive Chairman of Winston & Strawn LLP. Ogier, Grand Cayman, Cayman Islands, is acting as our Cayman Islands counsel and, and as such, will pass upon the validity of the securities offered in this prospectus with respect to the ordinary shares. Proskauer Rose LLP, New York, New York, advised the underwriters in connection with the offering of the securities.
EXPERTS
The balance sheet of Aries I Acquisition Corporation as of January 26, 2021 and the related statements of operations, changes in shareholder’s equity and cash flows for the period from January 15, 2021 (inception) through January 26, 2021 appearing in this prospectus have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph relating to substantial doubt about the ability of Aries I Acquisition Corporation to continue as a going concern as described in Note 1 to the financial statements), appearing elsewhere in this prospectus, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities we are offering by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information about us and our securities, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are materially complete but may not include a description of all aspects of such contracts, agreements or other documents, and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.
Upon completion of this offering, we will be subject to the information requirements of the Exchange Act and will file annual, quarterly and current event reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website at www.sec.gov.
INDEX TO FINANCIAL STATEMENTS
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|
|
|
|
|
F-2
|
|
|
|
|
|
|
|
|
F-3
|
|
|
|
|
|
|
|
|
F-4
|
|
|
|
|
|
|
|
|
F-5
|
|
|
|
|
|
|
|
|
F-6
|
|
|
|
|
|
|
|
|
F-7
|
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
Aries I Acquisition Corporation
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Aries I Acquisition Corporation (the “Company”) as of January 26, 2021, the related statements of operations, changes in shareholder’s equity and cash flows for the period from January 15, 2021 (inception) through January 26, 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 January 26, 2021, and the results of its operations and its cash flows for the period from January 15, 2021 (inception) through January 26, 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 business plan is dependent upon its completion of the proposed initial public offering described in Note 3 to the financial statements. The Company has a significant working capital deficiency as of January 26, 2021, and lacks the financial resources it needs to sustain operations for a reasonable amount 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 Notes 1 and 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.
/s/ Marcum llp
Marcum llp
We have served as the Company’s auditor since 2021.
Houston, TX
February 5, 2021, except for Notes 2 and 7, as to which the date is May 11, 2021.
ARIES I ACQUISITION CORPORATION
BALANCE SHEET
JANUARY 26, 2021
|
ASSETS
|
|
|
|
|
|
|
|
|
Deferred offering costs
|
|
|
|
$
|
154,741
|
|
|
|
TOTAL ASSETS
|
|
|
|
$
|
154,741
|
|
|
|
LIABILITIES AND SHAREHOLDER’S EQUITY
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
|
|
$
|
5,069
|
|
|
|
Accrued offering costs
|
|
|
|
|
129,741
|
|
|
|
Total Current Liabilities
|
|
|
|
|
134,810
|
|
|
|
Commitments
|
|
|
|
|
|
|
|
|
Shareholder’s Equity
|
|
|
|
|
|
|
|
|
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
|
|
|
|
—
|
|
|
|
Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; none issued and outstanding
|
|
|
|
|
—
|
|
|
|
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,593,750 issued and outstanding(1)
|
|
|
|
|
503
|
|
|
|
Additional paid-in capital
|
|
|
|
|
24,497
|
|
|
|
Accumulated deficit
|
|
|
|
|
(5,069)
|
|
|
|
Total Shareholder’s Equity
|
|
|
|
|
19,931
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY
|
|
|
|
$
|
154,741
|
|
|
(1)
Includes up to 468,750 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. In April 2021, the Sponsor forfeited 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 3,593,750 Class B ordinary shares outstanding. Shares and associated amounts have been retroactively restated to reflect the share forfeiture (see Note 5).
The accompanying notes are an integral part of the financial statements.
ARIES I ACQUISITION CORPORATION
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JANUARY 15, 2021 (INCEPTION) THROUGH JANUARY 26, 2021
|
Formation costs
|
|
|
|
$
|
5,069
|
|
|
|
Net Loss
|
|
|
|
$
|
(5,069)
|
|
|
|
Weighted average shares outstanding, basic and diluted(1)
|
|
|
|
|
4,375,000
|
|
|
|
Basic and diluted net loss per ordinary share
|
|
|
|
$
|
(0.00)
|
|
|
(1)
Excludes up to 656,250 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. In April 2021, the Sponsor forfeited 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 3,593,750 Class B ordinary shares outstanding. Shares and associated amounts have been retroactively restated to reflect the share forfeiture (see Note 5).
The accompanying notes are an integral part of the financial statements.
RIES I ACQUISITION CORPORATION
STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY
FOR THE PERIOD FROM JANUARY 15, 2021 (INCEPTION) THROUGH JANUARY 26, 2021
|
|
|
Class B Ordinary
Shares
|
|
|
Additional
Paid-in
Capital
|
|
|
Accumulated
Deficit
|
|
|
Total
Shareholder’s
Equity
|
|
|
|
|
Shares
|
|
|
Amount
|
|
Balance at January 15, 2021
|
|
|
|
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
Issuance of Class B ordinary shares
to Sponsor(1)(2)
|
|
|
|
|
5,031,250
|
|
|
|
|
|
503
|
|
|
|
|
|
24,497
|
|
|
|
|
|
—
|
|
|
|
|
|
25,000
|
|
|
Net loss
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
(5,069)
|
|
|
|
|
|
(5,069)
|
|
|
Balance at January 26, 2021
|
|
|
|
|
5,031,250
|
|
|
|
|
$
|
503
|
|
|
|
|
$
|
24,497
|
|
|
|
|
$
|
(5,069)
|
|
|
|
|
$
|
19,931
|
|
|
(1)
Includes up to 656,250 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. In April 2021, the Sponsor forfeited 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 3,593,750 Class B ordinary shares outstanding. Shares and associated amounts have been retroactively restated to reflect the share forfeiture (see Note 5).
The accompanying notes are an integral part of the financial statements.
ARIES I ACQUISITION CORPORATION
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JANUARY 15, 2021 (INCEPTION) THROUGH JANUARY 26, 2021
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
$
|
(5,069)
|
|
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
|
|
|
5,069
|
|
|
|
Net cash used in operating activities
|
|
|
|
|
—
|
|
|
|
Net Change in Cash
|
|
|
|
|
—
|
|
|
|
Cash – Beginning of period
|
|
|
|
|
—
|
|
|
|
Cash – End of period
|
|
|
|
$
|
—
|
|
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares
|
|
|
|
$
|
25,000
|
|
|
|
Deferred offering costs included in accrued offering costs
|
|
|
|
$
|
129,741
|
|
|
The accompanying notes are an integral part of the financial statements.
ARIES I ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Aries I Acquisition Corporation (the “Company”) is a blank check company incorporated in the Cayman Islands on January 15, 2021. The Company was incorporated for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region 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 January 26, 2021, the Company had not commenced any operations. All activity for the period from January 15, 2021 (inception) through January 26, 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 a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Proposed 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 12,500,000 units (the “Units” and, with respect to Class A ordinary shares included in the Units being offered, the “Public Shares”) at $10.00 per Unit (or 14,375,000 Units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3, and the sale of 4,175,000 warrants (or 4,456,250 warrants if the underwriters’ over-allotment option is exercised in full) (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, in a private placement to Aries Acquisition Partners, Ltd. (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 the 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 a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. 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 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 $10.10 per Unit sold in the Proposed Public Offering, including the proceeds from the sale 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 treasury obligations with a maturity of 185 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, 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 its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders 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 $10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company
ARIES I ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (continued)
to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Proposed Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity.
The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), 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, a shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder 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 shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Proposed Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.
Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.
The Sponsor has agreed to waive (a) redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of an initial Business Combination, (b) redemption rights with respect to any Founder Shares and Public Shares held by it in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of the Proposed Public Offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity and (c) rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete an initial Business Combination within 24 months from the closing of the Proposed Public Offering or during any extension period. However, if the Sponsor acquires 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 an initial Business Combination 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of the Proposed Public Offering.
The Company will have until 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from the closing of the Proposed Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 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 (which interest shall be net of taxes payable and up to
ARIES I ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (continued)
$100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of 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 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 in 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 that it will 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 entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per public share held in the Trust account as of the date of the liquidation of the Trust account, if less than $10.10 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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, prospective target businesses or other entities with which the Company does business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Going Concern Consideration
At January 26, 2021 the Company had no cash and a working capital deficit of $134,810. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management plans to address this uncertainty through a Proposed Public Offering as discussed in Note 3. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage
ARIES I ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (continued)
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 shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires 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 from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of January 26, 2021.
Deferred Offering Costs
Deferred offering costs consist of legal, accounting and other costs incurred through the balance sheet date that are directly related to the Proposed Public Offering and that will be charged to shareholder’s equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.
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
ARIES I ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (continued)
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.
FASB 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 January 26, 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.
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Loss Per Ordinary Share
Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. Weighted average shares were reduced for the effect of an aggregate of 468,750 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Notes 5 and 8). At January 26, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.
Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.
ARIES I ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (continued)
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 will offer for sale 12,500,000 Units (or 14,375,000 Units if the underwriters’ over-allotment option is exercised in full) at a purchase price of $10.00 per Unit. Each Unit will consist of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share (see Note 7).
NOTE 4. PRIVATE PLACEMENT
The Sponsor has agreed to purchase an aggregate of 4,175,000 Private Placement Warrants (or 4,456,250 warrants if the underwriters’ over-allotment option is exercised in full) at a price of $1.00 per private Placement Warrant, for an aggregate purchase price of $4,175,000 (or $4,456,250 if the underwriters’ over-allotment option is exercised in full), in a private placement that will occur simultaneously with the closing of the Proposed Public Offering. Each of the Private Placement Warrants is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The proceeds from the Private Placement Warrants will be added to the proceeds from the Proposed Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On January 26, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 5,031,250 Class B ordinary shares (the “Founder Shares”). In April, 2021, the Sponsor forfeited for no consideration 1,437,500 Founder Shares. The Founder Shares include an aggregate of up to 468,750 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Proposed Public Offering (assuming the Sponsor does not purchase any Public Shares in the Proposed Public Offering).
The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) one year after the completion of a initial Business Combination and (ii) the date on which the Company complete a liquidation, merger, capital share exchange or other similar transaction after an initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or
ARIES I ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (continued)
other property. Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial Business Combination or (2) the Company consummates a transaction after an initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.
Promissory Note—Related Party
On January 20, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the consummation of the Proposed Public Offering. As of January 26, 2021, there were no borrowings outstanding under the Promissory Note.
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the initial shareholders or an affiliate of the initial shareholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from Trust Account would be used for such repayment. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants.
NOTE 6. COMMITMENTS
Registration and Shareholder Rights Agreement
The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans) will have registration rights to require us to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form 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. 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 the Proposed Public Offering to purchase up to 1,875,000 additional Units to cover over-allotments, if any, at the Proposed Public Offering price less the underwriting discount.
The underwriters will be entitled to a cash underwriting discount of $0.20 per Unit, or $2,500,000 in the aggregate (or $2,875,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.45 per Unit, or $5,625,000 in the aggregate (or $6,468,750 in the aggregate if the underwriters’ over-allotment option is exercised in full). Subject to the terms of the underwriting agreement, (i) the
ARIES I ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (continued)
deferred fee will be placed in the Trust Account and released to the underwriters only upon the completion of a Business Combination and (ii) the deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination.
NOTE 7. WARRANT LIABILITIES
Public Warrants may only be exercised for a whole number of Class A ordinary shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) one year 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 Class A ordinary shares 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 with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share 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.
The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of an initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of an initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy 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, and in the event the Company does not so elect, the Company will use its best 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 Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may call the warrants for cash:
•
in whole and not in part;
•
at a price of $0.01 per warrant;
•
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
•
if, and only if, the closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.
The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants
ARIES I ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (continued)
is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once warrants become exercisable, the Company may redeem the outstanding warrants:
•
in whole and not in part;
•
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A ordinary shares;
•
if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and
•
if the closing price of the Class A ordinary shares 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 the warrant holders is less than $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.
The value of the Company’s Class A ordinary shares shall mean the volume-weighted average price of the Class A ordinary shares as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of an 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 Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an 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, the $18.00 per share redemption trigger price described above under “—Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “—Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or
ARIES I ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (continued)
salable until 30 days after the completion of an initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
The Company will account for the 10,425,000 warrants to be issued in connection with the Proposed Public Offering (including 6,250,000 Public Warrants and 4,175,000 Private Placement Warrants assuming the underwriters’ over-allotment option is not exercised) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.
The accounting treatment of derivative financial instruments requires that the Company record the warrants as derivative liabilities at fair value upon the closing of the Proposed Public Offering. The Public Warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to its current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.
NOTE 8. SHAREHOLDER’S EQUITY
Preference shares—The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At January 26, 2021, there were no preference shares issued or outstanding.
Class A ordinary shares—The Company is authorized to issue 479,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At January 26, 2021, there were no Class A ordinary shares issued or outstanding.
Class B ordinary shares—The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. At January 26, 2021, there were 5,031,250 Class B ordinary shares issued and outstanding, of which an aggregate of up to 468,750 shares are subject to forfeiture to the extent that the underwriters’ overallotment option is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding ordinary shares after the Proposed Public Offering (assuming the Sponsor does not purchase any Public Shares in the Proposed Public Offering). In April 2021, the Sponsor forfeited for no consideration 1,437,500 Founder Shares.
Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. However, only holders of Class B ordinary shares will have the right to vote on the appointment of directors prior to or in connection with the completion of an initial Business Combination, meaning that holders of Class A ordinary shares will not have the right to appoint any directors until after the completion of an initial Business Combination.
The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of an initial Business Combination on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity- linked securities are issued or deemed issued in connection with an initial Business Combination, the
ARIES I ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (continued)
number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of Class B ordinary shares will never occur on a less than one-for-one basis.
NOTE 9. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except as described below.
In April 2021, the Sponsor forfeited 1,437,500 shares of Class B ordinary shares for no consideration, resulting in an aggregate of 3,593,750 shares of Class B ordinary shares outstanding. Shares and associated amounts have been retroactively restated to reflect the share forfeiture.
12,500,000 Units
Aries I Acquisition Corporation
P R O S P E C T U S
Joint Book-running Managers
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Wells Fargo Securities
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Kingswood Capital Markets
division of Benchmark Investments, Inc.
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Until , 2021 (25 days after the date of this prospectus), all dealers that buy, sell or trade our Class A ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. 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.
No dealer, salesperson or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.
, 2021
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 discount and commissions) will be as follows:
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SEC expenses
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$
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15,683
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FINRA expenses
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22,062
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|
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Accounting fees and expenses
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40,000
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Printing and engraving expenses
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35,000
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Travel and road show expenses
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|
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25,000
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Legal fees and expenses
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275,000
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Nasdaq listing and filing fees
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75,000
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Director and Officers’ liability insurance premiums(1)
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495,000
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Miscellaneous
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17,255
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Total
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$
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1,000,000
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(1)
This amount represents the approximate total amount of director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes an initial business combination.
Item 14. Indemnification of Directors and Officers.
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.
Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 15. Recent Sales of Unregistered Securities.
On January 20, 2021, Aries Acquisition Partners, Ltd., our sponsor, purchased an aggregate of 5,031,250 of our Class B ordinary shares, of which 1,437,500 were forfeited for no consideration in April 2021, in exchange for a capital contribution of $25,000 at an average purchase price of approximately $0.005 per share. Such securities were issued in connection with our organization pursuant to the exemption from
registration contained in Section 4(a)(2) of the Securities Act. The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 14,375,000 units if the underwriters’ over-allotment option is exercised in full and therefore that such founder shares would represent 20% of the outstanding shares after this offering. Up to 468,750 of these shares will be forfeited depending on the extent to which the underwriters’ over-allotment option is exercised.
Our sponsor has a board of managers consisting of three persons including Thane Ritchie and Paul Wolfe. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D. Each of the equity holders in our sponsor is an accredited investor under Rule 501 of Regulation D. The sole business of our sponsor is to act as the company’s sponsor in connection with this offering. The limited liability company agreement of our sponsor provides that its membership interests may only be transferred to our officers or directors or other persons affiliated with our sponsor, or in connection with estate planning transfers.
Our sponsor has committed, pursuant to a written agreement, to purchase from us an aggregate of 4,175,000 private placement warrants (or 4,456,250 warrants if the underwriters’ over-allotment option is exercised in full) at $1.00 per warrant (for an aggregate purchase price of $4,175,000 (or $4,456,250 warrants if the underwriters’ over-allotment option is exercised in full)). This purchase will take place on a private placement basis simultaneously with the completion of our initial public offering. This issuance will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
No underwriting discounts or commissions were paid with respect to such sales.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. The following exhibits are being filed herewith:
EXHIBIT INDEX
Exhibit No.
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Description
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1.1
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3.1
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3.2
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3.3
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4.1
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4.2
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4.3
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4.4
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5.1
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5.2
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10.1
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10.2
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10.3
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10.4
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10.5
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10.6
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10.7
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Exhibit No.
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Description
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10.8
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14
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23.1
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23.2
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23.3
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99.1
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99.2
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99.3
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99.4
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99.5
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99.6
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99.7
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99.8
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*
Previously filed
(b) Financial Statements. See page F-1 for an index to the financial statements and schedules included in the registration statement.
Item 17. Undertakings.
(a)
The undersigned registrant hereby undertakes to provide to the 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grand Cayman, Cayman Islands, on the 11th day of May, 2021.
ARIES I ACQUISITION CORPORATION
By:
/s/ Randy Brinkley
Randy Brinkley
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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Name
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Position
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Date
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/s/ Randy Brinkley
Randy Brinkley
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Chief Executive Officer
(Principal Executive Officer)
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May 11, 2021
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/s/ Nathan Smith
Nathan Smith
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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May 11, 2021
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/s/ Thane Ritchie
Thane Ritchie
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Chairman
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May 11, 2021
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Aries I Acquisition Corporation, in the City of Newark, Delaware, on the 11th day of May, 2021.
By:
/s/ Donald Puglisi
Name: Donald J. Puglisi
Title: Managing Director
Exhibit 1.1
12,500,000 Units
Aries I Acquisition Corporation
UNDERWRITING AGREEMENT
May [l],
2021
Wells Fargo Securities, LLC
As Representative of the several Underwriters
c/o Wells Fargo Securities, LLC
500 West 33rd Street
New York, New York 10001
Ladies and Gentlemen:
Aries I Acquisition Corporation,
a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters
named in Schedule I hereto (each, an “Underwriter” and collectively, the “Underwriters”),
for whom you are acting as representative (the “Representative”), 12,500,000 units (the “Units”)
of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”).
The Company also proposes to grant to the Underwriters an option to purchase up to 1,875,000 additional units to cover over-allotments,
if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter
called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than
you, the term Representative as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or
plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof.
Each Unit consists of
one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and
one-half of one warrant, where each whole warrant is exercisable to purchase one Class A Ordinary Share (the
“Warrant(s)”). The Class A Ordinary Shares and Warrants included in the Units will not trade separately until the
52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier
separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company
of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current
Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a
press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase
one Class A Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing
on the later of thirty (30) days after the completion of an initial Business Combination (as defined below) or twelve (12) months
from the date of the consummation of the Offering (such later date, the “Exercisability Date”) and terminating on
the five-year anniversary of the Exercisability Date or earlier upon redemption or Liquidation; provided, however, that pursuant to
the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only whole Warrants may be
exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described
more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses.
The Company has entered into
an Investment Management Trust Agreement, effective as of May [l], 2021, with Continental
Stock Transfer & Trust Company (“Continental”), as trustee, in substantially the form filed as Exhibit 10.2 to
the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private
Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust
Account”) for the benefit of the Company, the Underwriters and the holders of the Underwritten Securities and the Option Securities,
if and when issued.
The Company has entered
into a Warrant Agreement, effective as of May [l], 2021, with respect to the Warrants
and the Private Placement Warrants with Continental, as warrant agent (the
“Warrant Agreement”), pursuant to which Continental will act as warrant agent in connection with the issuance,
registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants.
The Company has entered into
a Securities Subscription Agreement, dated as of January 20, 2021 (the “Founders’ Purchase Agreement”), with
Aries Acquisition Partners, Ltd., a Cayman Islands exempted company (the “Sponsor”), pursuant to which the Sponsor
purchased an aggregate of 5,031,250 Class B ordinary shares (including the Class A Ordinary Shares issuable upon conversion thereof, the
“Founder Shares”) of the Company, par value $0.0001 per share (the “Class B Ordinary Shares” and,
together with the Class A Ordinary Shares, the “Ordinary Shares”), for an aggregate purchase price of $25,000. In March
2021, the Sponsor forfeited for no consideration 1,436,500 Founder Shares. Up to 468,750 Founder Shares are subject to forfeiture depending
on the extent to which the underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the
Class A Ordinary Shares included in the Units, except as described in the Prospectus.
The Company has entered
into a Sponsor Warrants Purchase Agreement, effective as of May [l], 2021 (the
“Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an
aggregate of 4,175,000 warrants (or up to 4,456,250 warrants if the over-allotment option is exercised in full), at a price of $1.00
per Private Placement Warrant, each entitling the holder, upon exercise, to purchase one Class A Ordinary Share (the
“Private Placement Warrants”), for $11.50 per share. The Private Placement Warrants are substantially similar to
the Warrants included in the Units, except as described in the Prospectus.
The Company has entered
into a Forward Purchase Agreement, effective as of May [l], 2021 with the Sponsor, in
substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Forward Purchase Agreement”),
pursuant to which the Sponsor agreed to purchase 50,000,000 Forward Purchase Shares (as defined below), consisting of one Class A
ordinary share of the Company, par value $0.0001 per share (the “Forward Purchase Shares”) for $10.00 per Forward
Purchase Share in a private placement that will close concurrently with the closing of the initial Business Combination. The Forward
Purchase Shares are substantially similar to the Class A Ordinary Shares included in the Units, except as described in the
Prospectus.
The Company has entered into
a Registration Rights Agreement with the Sponsor and the other parties thereto, dated as of May [l],
2021, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”),
pursuant to which the Company has granted certain registration rights in respect of (i) the Private Placement Warrants, (ii) the Class
A Ordinary Shares underlying the Founder Shares and the Private Placement Warrants, and (iii) certain warrants (which will be substantially
similar to the Private Placement Warrants), if any, that may be issued upon conversion of working capital loans.
The Company has caused to
be duly executed and delivered certain letter agreements, each dated May [l], 2021, by the
Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to
the Registration Statement (each, an “Insider Letter” and together, the “Insider Letters”).
1.
REPRESENTATIONS AND WARRANTIES.
The Company represents and
warrants to, and agrees with, each Underwriter as set forth below in this Section 1.
(a) The Company has prepared and filed with the Commission the Registration Statement (file number 333-253806) on Form S-1, including
the related Preliminary Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement,
including any amendments thereto filed prior to the Execution Time, has become effective in accordance with Section 8(a) of the Act. The
Company has filed one or more amendments thereto, including the related Preliminary Prospectus, each of which has previously been furnished
to you. The Company will file with the Commission the Prospectus in accordance with Rule 424(b). As filed, such Prospectus shall contain
all information required by the Act and, except to the extent the Representative shall agree in writing to a modification, shall be in
all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time,
shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus)
as the Company has advised you, prior to the Execution Time, will be included or made therein. The Company has complied, to the Commission’s
satisfaction, with all requests of the Commission for additional or supplemental information.
(b) On
the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and on the
Closing Date (as defined herein) and on any date on which Option Securities are purchased, if such date is not the Closing Date (a
“settlement date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the
applicable requirements of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not
contain any 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 not misleading; as of the Applicable Time, did not, and on the Closing Date and any settlement
date, will not, conflict with the information contained in the Registration Statement or the Statutory Prospectus, complied or will
comply, as applicable, in all material respects with the Act, when considered together with the Statutory Prospectus, and did not
and will not contain any 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 the light of the circumstances under which they were made, not misleading; and
on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any settlement date, the Prospectus (together with any
supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however,
that the Company makes no representations or warranties as to the information contained in or omitted from the Registration
Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to
the Company by or on behalf of any Underwriter through the Representative specifically for inclusion in the Registration Statement
or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by any
Underwriter consists of the information described as such in Section 8(b) hereof.
(c)
The Statutory Prospectus, as of the Applicable Time, did not and will not contain any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained
in or omitted from the Statutory Prospectus in reliance upon and in conformity with written information furnished to the Company by or
on behalf of any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such
information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.
(d)
The Company has filed with the Commission a Form 8-A (file number 001-[·])
providing for the registration under the Exchange Act of the Securities, which registration is currently effective on the date hereof.
The Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution, on
the Nasdaq Stock Market (“Nasdaq”), and the Company knows of no reason or set of facts that is likely to adversely
affect such authorization.
(e)
The Commission has not issued any order or, to the Company’s knowledge, threatened to issue any order preventing or suspending
the effectiveness of the Registration Statement or the use of any Preliminary Prospectus, the Prospectus or any part thereof, and has
not instituted or, to the Company’s knowledge, threatened to institute any proceedings with respect to such an order.
(f)
(i) At the time of filing the Registration Statement and (ii) as of the Execution Time (with such date being used as the determination
date for purposes of this clause (ii)), the Company was and is an Ineligible Issuer (as defined in Rule 405).
(g)
The Company has not prepared or used a Free Writing Prospectus.
(h)
The Company has been duly incorporated and is validly existing as an exempted company in good standing under the laws of the Cayman
Islands with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business
as described in the Registration Statement, the Statutory Prospectus and the Prospectus and to enter into this Agreement, the Trust Agreement,
the Warrant Agreement, the Founders’ Purchase Agreement, the Warrant Subscription Agreement, the Registration Rights Agreement and
the Insider Letters, and to carry out the transactions contemplated hereby and thereby, and is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each jurisdiction that requires such qualification.
(i)
Since the date of the most recent financial statements of the Company included in the Registration Statement, the Statutory Prospectus
and the Prospectus, (i) there has been no material adverse change or any development involving a prospective material adverse change in
or affecting the condition (financial or otherwise), prospects, earnings, business or properties 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
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 Board of Directors or management to act in
their capacities with the Company as described in the Registration Statement, the Statutory Prospectus and the Prospectus.
(j)
There is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus,
or to be filed as an exhibit thereto, which is not described or filed as required (and the Statutory Prospectus contains in all material
respects the same description of the foregoing matters contained in the Prospectus); and the statements in the Statutory Prospectus and
the Prospectus under the headings “Principal Stockholders,” “Certain Relationships and Related Party Transactions,”
and “Description of Securities” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed
therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings. There are no business relationships
or related party transactions involving the Company or any other person required by the Act to be described in the Registration Statement
or Prospectus that have not been described as required.
(k)
The Company’s authorized equity capitalization is as set forth in the Statutory Prospectus and the Prospectus.
(l) All
issued and outstanding securities of the Company have been duly and validly authorized and issued and are fully paid and
nonassessable; 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 offers and sales of the outstanding Ordinary Shares and Warrants
were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part on
the representations and warranties of the purchasers of such Ordinary Shares and Warrants, exempt from such registration
requirements. The holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to
subscribe for the Securities arising by operation of law or under the Amended and Restated Memorandum and Articles of Association of
the Company; and, except as set forth in the Statutory Prospectus and the Prospectus, no options, warrants or other rights to
purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares
of capital stock of or ownership interests in the Company are outstanding.
(m)
The Securities have been duly authorized and when executed by the Company and countersigned and issued and delivered against payment
by the Underwriters pursuant to this Agreement, will be validly issued.
(n)
The Class A Ordinary Shares included in the Units have been duly authorized and, when executed by the Company and countersigned,
and issued and delivered against payment for the Securities by the Underwriters pursuant to this Agreement, will be validly issued, fully
paid and nonassessable.
(o)
The Warrants included in the Units, when executed, authenticated, issued and delivered in the manner set forth in the Warrant Agreement
against payment for the Securities by the Underwriters pursuant to this Agreement, will be duly executed, authenticated, issued and delivered,
and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except
as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from
time to time in effect and by equitable principles of general applicability.
(p)
The Forward Purchase Shares have been duly authorized and, when issued and delivered
against payment therefor pursuant to the Forward Purchase Agreement and the Amended and Restated Memorandum and Articles of Association
of the Company and upon registration in the Register of Members of the company, will be validly issued, fully paid and nonassessable;
(q) The
Class A Ordinary Shares issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants have been duly authorized and reserved for issuance upon
exercise thereof and, when executed by the Company and countersigned, and issued and delivered against payment therefor pursuant to
the Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement, will be
validly issued, fully paid and nonassessable. The holders of such Class A Ordinary Shares are not and will not be subject to
personal liability by reason of being such holders; such Class A Ordinary Shares are not and will not be subject to any preemptive
or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization,
issuance and sale of such Class A Ordinary Shares (other than such execution, countersignature and delivery at the time of issuance)
has been duly and validly taken.
(r)
Except as set forth in the Statutory Prospectus and the Prospectus, no holders of any securities of the Company or any rights exercisable
for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities
of the Company under the Act or to include any such securities in a registration statement to be filed by the Company.
(s)
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 from its inception through and including the date hereof, except
as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus.
(t)
Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities that are
required to be “integrated” pursuant to the Act with the offer and sale of the Underwritten Securities pursuant to the Registration
Statement.
(u)
The Founder Shares issued on January 20, 2021 are duly authorized, validly issued, fully paid and nonassessable.
(v)
The Private Placement Warrants, when delivered upon the consummation of the Offering, will be duly executed, authenticated and
issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance
with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’
rights generally from time to time in effect and by equitable principles of general applicability.
(w)
This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency,
or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(x)
The Trust Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding agreement of the
Company, enforceable against the Company, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy,
insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general
applicability.
(y)
The Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy,
insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general
applicability.
(z)
The Founders’ Purchase Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is
a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms
except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally
from time to time in effect and by equitable principles of general applicability.
(aa)
The Warrant Subscription Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid
and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except
as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from
time to time in effect and by equitable principles of general applicability.
(bb)
The Forward Purchase Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid
and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except
as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from
time to time in effect and by equitable principles of general applicability;
(cc)
The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement
of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy,
insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general
applicability.
(dd)
The Insider Letters executed by the Company, the Sponsor and each executive officer, director and director nominee of the Company,
have been duly authorized, executed and delivered by the Company, the Sponsor and, to the Company’s knowledge, each such executive
officer, director and director nominee, respectively, and constitute valid and binding agreements of the Company, the Sponsor and, to
the Company’s knowledge, each such executive officer, director and director nominee, respectively, enforceable against the Company,
the Sponsor and, to the Company’s knowledge, each such executive officer, director and director nominee, respectively, in accordance
with their terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’
rights generally from time to time in effect and by equitable principles of general applicability.
(ee)
[Reserved.]
(ff)
The Company is not and, after giving effect to the offering and sale of the Securities and the Private Placement Warrants and the
application of the proceeds thereof as described in the Statutory Prospectus and the Prospectus, will not be an “investment company”
as defined in the Investment Company Act of 1940, as amended.
(gg) No
consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with
the transactions contemplated herein or in the Trust Agreement, the Warrant Agreement, the Founders’ Purchase Agreement, the
Warrant Subscription Agreement, the Forward Purchase Agreement, the Registration Rights Agreement or the Insider Letters, except for
the registration under the Act and the Exchange Act of the Securities and such as may be required under state securities or blue sky
laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner
contemplated herein and in the Statutory Prospectus and the Prospectus.
(hh)
The Company is not in violation or default of (i) any provision of its Amended and Restated Memorandum and Articles of Association,
(ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation,
condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any (x) statute, law,
rule, regulation, or (y) judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator
or other authority having jurisdiction over the Company; except in the case of clauses (ii) and (iii) above for any such conflict, breach
or violation that would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the condition
(financial or otherwise), prospects, earnings, business or properties of the Company, taken as a whole, whether or not arising from transactions
in the ordinary course of business (a “Material Adverse Effect”).
(ii)
Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the
fulfillment of the terms hereof or of the Trust Agreement, the Warrant Agreement, the Founders’ Purchase Agreement, the Warrant
Subscription Agreement, the Forward Purchase Agreement, the Registration Rights Agreement or the Insider Letters will conflict with, result
in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to,
(i) the Amended and Restated Memorandum and Articles of Association of the Company, (ii) the terms of any indenture, contract, lease,
mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the
Company is a party or bound or to which the Company’s property is subject, or (iii) any statute, law, rule, or regulation, judgment,
order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other
authority having jurisdiction over the Company or any of its respective properties.
(jj)
No holders of securities of the Company have rights to the registration of such securities under the Registration Statement.
(kk) The
historical financial statements, including the notes thereto and the supporting schedules, if any, of the Company included in the
Statutory Prospectus, the Prospectus and the Registration Statement present fairly the financial condition, results of operations
and cash flows of the Company as of the dates and for the periods indicated, comply as to form with the applicable accounting
requirements of the Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent
basis throughout the periods involved. The summary financial data set forth under the caption “Summary Financial Data”
in the Statutory Prospectus, Prospectus and Registration Statement fairly present, on the basis stated in the Statutory Prospectus,
Prospectus and Registration Statement, the information included therein. There are no pro forma or as adjusted financial statements
that are required to be included in the Statutory Prospectus, the Prospectus and the Registration Statement in accordance with
Regulation S-X that have not been included as so required. The Company is not party to any off-balance sheet transactions,
arrangements, obligations (including contingent obligations), or other relationships 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. The
statistical, industry-related and market-related data included in the Registration Statement, the Statutory Prospectus and the
Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate,
and such data agree with the sources from which they are derived.
(ll)
No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the
Company or the Sponsor, or, to the Company’s knowledge, any officer or director of the Company, or the property of any of them is
pending or, to the knowledge of the Company, threatened that (i) could reasonably be expected to have a material adverse effect on the
performance of this Agreement or the consummation of any of the transactions contemplated hereby by the Company or (ii) could reasonably
be expected to have a Material Adverse Effect.
(mm)
The Company owns or leases all such properties as are necessary to the conduct of its operations as presently conducted.
(nn)
Marcum LLP (“Marcum”), who have certified certain financial statements of the Company and delivered their report
with respect to the audited financial statements and schedules included in the Registration Statement, Statutory Prospectus and the Prospectus,
is a registered public accounting firm that is independent with respect to the Company within the meaning of the Act and the Exchange
Act and the applicable published rules and regulations thereunder.
(oo)
The Company maintains effective “disclosure controls and procedures” (as defined under Rule 13a-15 (e) under the Exchange
Act to the extent required by such rule).
(pp)
Solely to the extent that the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the Commission
thereunder (the “Sarbanes-Oxley Act”) have been applicable to the Company, there is and has been no failure on the
part of the Company to comply in all material respects with the applicable provisions of the Sarbanes-Oxley Act.
(qq)
There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s officers
or directors, in their capacities as such, to comply with (as and when applicable), and immediately following the Effective Date the Company
will be in compliance with, Nasdaq Marketplace Rules IM-5605 (taking into account any applicable phase-in requirements). Further, there
is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s officers or directors,
in their capacities as such, to comply with (as and when applicable), and immediately following the Effective Date the Company will be
in compliance with, the phase-in requirements and all other provisions of the Nasdaq corporate governance requirements set forth in the
Nasdaq Marketplace Rules.
(rr)
There are no transfer, stamp, issue, registration, documentary or other similar taxes, duties, fees or charges under U.S. federal
law or the laws of any state, or any political subdivision thereof, or under the laws of any non-U.S. jurisdiction, required to be paid
in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the Securities.
(ss)
The Company has filed all tax returns (including U.S. federal, state and non-U.S.) that are required to be filed by it or has requested
extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect) through the date hereof
and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of
the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith and
for which adequate reserves required by generally accepted accounting principles have been created with respect thereto or as would not
have a Material Adverse Effect.
(tt)
The Company possesses all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or
foreign regulatory authorities necessary to conduct its business, and the Company has not received any notice of proceedings relating
to the revocation or modification of any such license, certificate, authorization or permit that, singly or in the aggregate, if the subject
of an unfavorable decision, ruling or finding, would have a Material Adverse Effect.
(uu)
None of the Company, the Sponsor, or any director, officer, or employee of the Company or, to the knowledge of the Company, any
director nominee, agent, affiliate or other person or entity associated with or acting on behalf of the Company is aware of or has taken
any action, directly or indirectly, that has resulted or would result in (A) the use of any funds for any unlawful contribution, gift,
entertainment or other unlawful expense relating to political activity; (B) the making or taking of an act in furtherance of an offer,
promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official
or employee, including, without limitation, of any government-owned or controlled entity or of a public international organization, or
any person or entity acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official
or candidate for political office; (C) a violation by any such person or entity of any provision of the Foreign Corrupt Practices Act
of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials
in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable
anti-bribery or anti-corruption laws, or (D) the making, offering, requesting or taking of, or the agreement to take, an act in furtherance
of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other
unlawful or improper payment or benefit. The Company, the Sponsor and, to the knowledge of the Company, its directors, director nominees,
officers, agents, employees and affiliates have each conducted the business of the Company and their own businesses on behalf of the Company
in compliance with all applicable anti-bribery and anti-corruption laws and have instituted, maintain and enforce, and will continue to
maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption
laws.
(vv)
The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and
reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), the Currency and Foreign Transactions Reporting
Act of 1970, as amended, the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency
(collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental
or regulatory agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending
or, to the knowledge of the Company, threatened.
(ww)
None of the Company, the Sponsor, or any director, officer, or employee of the Company or, to the knowledge of the Company, any
director nominee, agent, affiliate or other person or entity associated with or acting on behalf of the Company is currently the subject
or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, OFAC or the U.S. Department
of State and including, without limitation, the designation as a “specially designated national” or “blocked person”),
the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”)
or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident
in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea
and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use any of the proceeds of
the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or
entity (A) to fund or facilitate any activities of or business with any person or entity that, at the time of such funding or facilitation,
is the subject or the target of any Sanctions, (B) to fund or facilitate any activities of or any business in any Sanctioned Country or
(C) in any other manner that could result in a violation by any person or entity (including any person or entity participating in the
transaction, whether as underwriter, advisor, investor or otherwise) of any Sanctions.
(xx)
The Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any of the Underwriters
and (ii) does not intend to use any of the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to any
affiliate of any of the Underwriters.
(yy)
All information contained in the questionnaires (the “Questionnaires”) completed by the Sponsor and, to the
knowledge of the Company, the Company’s officers, directors and director nominees and provided to the Underwriters, is true and
correct and the Company has not become aware of any information that would cause the information disclosed in the Questionnaires completed
by the Sponsor or the Company’s officers, directors and director nominees to become inaccurate and incorrect.
(zz) Prior
to the date hereof, the Company has not identified any acquisition target and has not, nor has
anyone on its behalf, initiated contact with any prospective acquisition target or had any substantive discussions, formal or
otherwise, with respect to a possible initial Business Combination, or undertaken, or engaged or retained any agent or other
representative to undertake, any research, diligence, evaluations or similar activities to identify, locate or contact any
suitable acquisition candidate.
(aaa)
Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no claims, payments,
arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder’s, consulting,
origination or similar fee by the Company, the Sponsor or any officer, director or director nominee of the Company with respect to the
sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company, the Sponsor or any officer, director
or director nominee of the Company, or their respective affiliates, that may affect the Underwriters’ compensation, as determined
by the Financial Industry Regulatory Authority, Inc. (“FINRA”).
(bbb)
Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company has not made any direct
or indirect payments (in cash, securities or any other item that would be “underwriting compensation” pursuant to Supplementary
Material .01 of Rule 5110(c)(3) of the FINRA Manual: (i) to 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 person that, to the Company’s knowledge, has been accepted by FINRA as a member of FINRA (a “Member”);
or (iii) to any person or entity that, to the Company’s knowledge, has any direct or indirect affiliation or association with any
Member, within the FINRA Review Period, as defined in Rule 5110(j)(20) of the FINRA Manual, other than payments to the Underwriters pursuant
to this Agreement.
(ccc)
Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, during the period beginning 180
days prior to the initial confidential submission of the Registration Statement and ending on the Effective Date, no Member and/or any
person associated or affiliated with a Member has provided any investment banking, broker-dealer, financial, advisory and/or consulting
services to the Company.
(ddd)
Except as disclosed in the Questionnaires provided to the Representative, no officer, director, director nominee 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 or a person associated
or affiliated with a Member.
(eee)
No Company Affiliate is an owner of shares or other stock of any Member (other than securities purchased on the open market).
(fff)
No Company Affiliate has made a subordinated loan to any Member.
(ggg)
Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, no proceeds from the sale of the
Underwritten Securities (excluding underwriting compensation as disclosed in the Registration Statement, Statutory Prospectus and the
Prospectus) will be paid by the Company to any Member, or any persons associated or affiliated with a Member.
(hhh) 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 confidential submission date of the Registration Statement.
(iii)
Except for the issuance of securities to the Sponsor, no person to whom securities of the Company have been privately issued within
the 180-day period prior to the initial confidential submission date of the Registration Statement has any relationship or affiliation
or association with any Member.
(jjj)
No Member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict
of interest” means, if at the time of the Member’s participation in the Offering, any of the following applies: (A) the securities
are to be issued by the Member; (B) the Company controls, is controlled by or is under common control with the Member or the Member’s
associated persons; (C) at least 5% of the net offering proceeds, not including underwriting compensation, are intended to be: (i) used
to reduce or retire the balance of a loan or credit facility extended by the Member, its affiliates and its associated persons, in the
aggregate; or (ii) otherwise directed to the Member, its affiliates and associated persons, in the aggregate; or (D) as a result of the
Offering and any transactions contemplated at the time of the Offering: (i) the Member will be an affiliate of the Company; (ii) the Member
will become publicly owned; or (iii) the Company will become a Member or form a broker-dealer subsidiary. As used herein, the term “Member
intending to participate in the Offering” includes any associated person of a Member that is participating in the Offering, any
members of such associated person’s immediate family and any affiliate of a Member that is participating in the Offering.
(kkk)
Except as described in the Statutory Prospectus and the Prospectus, to the Company’s knowledge, none of the Sponsor, officers,
directors or director nominees of the Company is subject to a non-competition agreement or non-solicitation agreement with any employer
or prior employer that could materially affect its, his or her ability to be and act in the capacity of shareholder, officer or director
of the Company, as applicable.
(lll)
The Company has not taken, directly or indirectly, any action designed to or that would constitute 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 Securities.
(mmm)
The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other
entity.
(nnn) No
relationship, direct or indirect, exists between or among any of the Company or any affiliate of the Company, on the one hand, and
any director, director nominee, officer, stockholder, special advisor, customer or supplier of the Company or any affiliate of the
Company, on the other hand, which is required by the Act or the Exchange Act to be described in the Registration Statement,
Statutory Prospectus or the Prospectus that is not 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, directors or director nominees of the Company or any of their respective family members, except as
disclosed in the Registration Statement, Statutory Prospectus and the Prospectus. The Company has not extended or maintained credit,
arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any officer,
director or director nominee of the Company.
(ooo)
The Company has not offered, or caused the Underwriters to offer, the Underwritten Securities to any person or entity with the
intention of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s
or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish
favorable information about the Company or any such affiliate.
(ppp)
Upon delivery and payment for the Units on the Closing Date and each settlement date, the Company will not be subject to Rule 419
under the Act and none of the Company’s outstanding securities will be deemed to be a “penny stock” as defined in Rule
3a51-1 under the Exchange Act.
(qqq)
From the time of the initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first
date on which the Company engaged, directly or through any person authorized to act on its behalf, in any Testing-the-Waters Communication)
through the Execution Time, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Act
(an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or written communication
with potential investors undertaken in reliance on Section 5(d) of the Act.
(rrr)
The Company (i) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with
the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act
or institutions that are accredited investors within the meaning of Rule 501 under the Act and (ii) has not authorized anyone other than
the Representative to engage in Testing-the-Waters Communications. The Company reconfirms that the Representative has been authorized
to act on its behalf in undertaking Testing-the-Waters Communications and that no press release or confidentiality agreement was or is
required in connection therewith. The Company has not distributed any Written Testing-the-Waters Communications other than those listed
on Schedule III hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that
is a written communication within the meaning of Rule 405 under the Act.
(sss)
Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, under current laws and regulations
of the Cayman Islands and any political subdivision thereof, all dividends and other distributions declared and payable on the Securities
may be paid by the Company to the holder thereof in United States dollars or Cayman Islands dollars that may be converted into foreign
currency and freely transferred out of the Cayman Islands and all such payments made to holders thereof or therein who are non-residents
of the Cayman Islands will not be subject to income, withholding or other taxes under laws and regulations of the Cayman Islands or any
political subdivision or taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty, withholding
or deduction in the Cayman Islands or any political subdivision or taxing authority thereof or therein and without the necessity of obtaining
any governmental authorization in the Cayman Islands or any political subdivision or taxing authority thereof or therein.
(ttt)
(A) There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to the
Company’s information technology and computer systems, networks, hardware, software, websites, applications, data (including all
personal, personally identifiable, household, sensitive, confidential or regulated data (including protected health information) (“Personal
Data”)) and databases (including, without limitation, the data and information of its customers, employees, suppliers and vendors,
and any third party data maintained, processed or stored by the Company, and any such data processed or stored by third parties on behalf
of the Company), equipment or technology (collectively, “IT Systems and Data”); (B) the IT Systems and Data of the
Company are adequate for, and operate and perform in all material respects as required in connection with operation of the business of
the Company free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants; (C) the Company
has not been notified of, and has no knowledge of any event or condition that would result in, any security breach or incident, unauthorized
access or disclosure or other compromise to its IT Systems and Data; and (D) the Company has used reasonable efforts to establish and
maintain, and has established, maintained, implemented and complied with, reasonable information technology, information security, cyber
security and data protection controls, policies, procedures, including oversight, access controls, encryption, technological and physical
safeguards and business continuity/disaster recovery and security plans that protect against and prevent breach, destruction, loss, unauthorized
distribution, use, assess, disablement, misappropriation or modification, or other compromise or misuse of or relating to its IT Systems
and Data and to maintain and protect the integrity, continuous operation, redundancy and security of its IT Systems and Data reasonably
consistent with industry standards and practices, or as required by applicable regulatory standards and the Company is presently in material
compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental
or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and
to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification.
Any certificate signed by
any officer or director of the Company and delivered to the Representative or counsel for the Underwriters in connection with the Offering
shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
2.
PURCHASE AND SALE.
(a)
Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees
to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price
of $9.80 per Unit, the amount of the Underwritten Securities set forth opposite such Underwriter’s name in Schedule I hereto.
(b) Subject
to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an
option to the several Underwriters to purchase, severally and not jointly, up to 1,875,000 Option Securities at the same purchase
price per Unit as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to cover
over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at
any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting
forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The
number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the
Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities,
subject to such adjustments as the Representative in their absolute discretion shall make to eliminate any fractional shares.
(c)
In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of
Section 2(a) of this Agreement, and subject to Section 5(hh), the Company hereby agrees to pay to the Underwriters a deferred discount
of $0.45 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”).
The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the trustee under the Trust Agreement
from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates its initial
Business Combination. The Company, may, in its discretion, reallocate up to $1,250,000 (or $1,437,500 if the option set forth in Section
2(b) hereof is exercised in full) of the Deferred Discount to other Members who assist in the consummation of the Business Combination.
The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended
and Restated Memorandum and Articles of Association (as such time period may be amended from time to time) and the funds held under the
Trust Agreement are distributed to the holders of the Class A Ordinary Shares included in the Securities sold pursuant to this Agreement
(the “Public Stockholders”), (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii)
the trustee under the Trust Agreement is authorized to distribute the Deferred Discount to the Public Stockholders in accordance with
the Company’s Amended and Restated Memorandum and Articles of Association.
(d)
Notwithstanding anything to the contrary herein, the Underwriters hereby agree to reimburse the Company for certain expenses incurred
by the Company in connection with the Offering in an amount specified by the Company prior to the Closing Date, not to exceed $1,875,000,
(or up to $2,156,250 if the option set forth in Section 2(b) hereof is exercised in full) (the “Reimbursement Amount”).
The Reimbursement Amount shall be paid to the Company in cash or immediately available funds on the Closing Date. For the avoidance of
doubt, the portion of the Reimbursement Amount attributable to the exercise of the option set forth in Section 2(b) hereof shall be delivered
on the date on which the Company delivers the Option Securities pursuant to Section 3(b) hereof.
3.
DELIVERY AND PAYMENT.
Delivery of and payment
for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised
on or before the second Business Day prior to the Closing Date) shall be made at [l]
[a.m./p.m.], New York City time, on May [l], 2021, or at such time on such later date
not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be
postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery
and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made
to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through
the Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company
and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities
shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall
otherwise instruct.
(a)
Payment for the Underwritten Securities shall be made as follows: $123,750,000 of the net proceeds for the Underwritten Securities
(including $5,625,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along
with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private
Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold
and $10.10 per Unit as set forth on the cover of the Prospectus, upon delivery to the Representative of the Underwritten Securities through
the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form
and substance satisfactory to the Representative) representing the Underwritten Securities, in each case for the account of the Underwriters.
The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representative may request
in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will
permit the Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing
Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representative
for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the
Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of
the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date.
(b) Payment
for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.45 per Option Security of Deferred
Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross
proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product
of the number of Units sold and $10.10 per Unit as set forth on the cover of the Prospectus upon delivery to the Representative of
the Option Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the
Representative of certificates (in form and substance satisfactory to the Representative) representing the Option Securities (or
through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names
and in such authorized denominations as the Representative may request in writing at least two Business Days prior to the settlement
date of such Option Securities. If delivery is not made through the facilities of DTC, the Company will permit the Representative to
examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option
Securities. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the
Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment
by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the
sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this
clause (b), to equal the product of the number of Units sold and $10.10 per Unit as set forth on the cover of the Prospectus by or
at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement
date.
If the option provided for
in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities
(at the expense of the Company) to the Representative, at 500 West 33rd Street, New York, New York 10001, on the date specified by the
Representative (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several
Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to the Trust Account
as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to
the Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities
shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates
and letters delivered on the Closing Date pursuant to Section 6 hereof.
4.
OFFERING BY UNDERWRITERS.
It is understood that the
several Underwriters propose to offer the Securities for sale to the public as set forth in the Prospectus (the “Offering”).
5.
AGREEMENTS.
The Company agrees with the
several Underwriters that:
(a) Prior
to the termination of the Offering, the Company will not file any amendment of the Registration Statement or supplement to the
Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished the Representative with a copy for their
review prior to filing and will not file any such proposed amendment, supplement or Rule 462(b) Registration Statement to which the
Representative reasonably objects. The Company will cause the Prospectus, properly completed, and any supplement thereto to be filed
in a form approved by the Representative with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time
period prescribed and will provide evidence satisfactory to the Representative of such timely filing. The Company will promptly
advise the Representative (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the
Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement or any Written Testing-the-Waters Communication
shall have been filed with the Commission, (ii) when, prior to termination of the Offering, any amendment to the Registration
Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the
Registration Statement, any Rule 462(b) Registration Statement or any Written Testing-the-Waters Communication or for any supplement
to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus, the
Prospectus or any Written Testing-the-Waters Communication, or of the institution of any proceedings for that purpose or pursuant to
Section 8A of the Act and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification
of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company
will use its best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to
the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the
withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the
Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration
statement declared or become effective as soon as practicable.
(b)
If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event or development occurs as a result of which
the Statutory Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary in order to
make the statements therein in the light of the circumstances under which they were made at such time not misleading, the Company will
(i) notify promptly the Representative so that any use of the Statutory Prospectus may cease until it is amended or supplemented; (ii)
amend or supplement the Statutory Prospectus to correct such statement or omission; and (iii) supply any amendment or supplement to the
Representative in such quantities as the Representative may reasonably request.
(c)
If, at any time when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances
where such requirement may be satisfied pursuant to Rule 172), any event or development occurs as a result of which the Prospectus as
then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make
the statements therein in the light of the circumstances under which they were made at such time not misleading, or if it shall be necessary
to amend the Registration Statement or supplement the Prospectus to comply with the Act or the rules thereunder, the Company promptly
will (i) notify the Representative of any such event; (ii) prepare and file with the Commission, subject to the second sentence of paragraph
(a) of this Section 5, an amendment or supplement that will correct such statement or omission or effect such compliance; and (iii) supply
any supplemented Prospectus to the Representative in such quantities as the Representative may reasonably request.
(d)
As soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings
statement or statements of the Company and its subsidiaries that will satisfy the provisions of Section 11(a) of the Act and Rule 158.
(e)
The Company will not make any offer relating to the Units or the securities contained therein that constitutes or would constitute
a Free Writing Prospectus or a portion thereof required to be filed by the Company with the Commission or retained by the Company under
Rule 433 under the Act.
(f) The Company will furnish to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration
Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and,
so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement
may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and any supplement thereto as the
Representative may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to
the Offering.
(g)
The Company will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issue tax, including any
interest and penalties, on the creation, issue and sale of the Securities and on the initial resale thereof by the Underwriters and on
the execution and delivery of this Agreement. All payments to be made by the Company hereunder shall be made without withholding or deduction
for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Company is compelled by law to
deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in
order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding
or deduction had been made.
(h)
The Company will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as
the Representative may designate and will maintain such qualifications in effect so long as required for the distribution of the Securities;
provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified
or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the
Securities, in any jurisdiction where it is not now so subject.
(i)
The Company will not, without the prior written consent of the Representative, (x) offer, sell, contract to sell, pledge or otherwise
dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether
by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company
or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation
in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other Units, Ordinary
Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares or publicly announce an intention
to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided,
however, that the foregoing shall not apply to the forfeiture of a portion of the Founder Shares pursuant to their terms and the
Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Option Securities on exercise of the option provided
for in Section 2 hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms
of the Registration Rights Agreement, the resale of the securities covered thereby and (4) issue securities in connection with a Business
Combination (including the Forward Purchase Shares), or (y) release the Sponsor or any officer, director or director nominee from
the 180-day lock-up contained in the Insider Letters.
(j)
The Company will not take, directly or indirectly, any action designed to or that would constitute 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 Securities.
(k) The
Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and
filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary
Prospectus, the Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery
(including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each
Preliminary Prospectus, the Prospectus and all amendments or supplements to any of them, as may, in each case, be reasonably
requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication,
issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original
issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement and all other agreements or
documents printed (or reproduced) and delivered in connection with the Offering; (v) the registration of the Securities under the
Exchange Act and the listing of the Securities on Nasdaq; (vi) the printing and delivery of a preliminary blue sky memorandum, any
registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states and
any filings required to be made with FINRA (including filing fees and the reasonable and documented fees and expenses of counsel for
the Underwriters relating to such filings, memorandum, registration and qualification in an aggregate amount up to $25,000); (vii)
the transportation and other expenses incurred by or on behalf of the Company (and not the Underwriters) in connection with
presentations to prospective purchasers of the Securities; (viii) the fees and expenses of the Company’s accountants and the
fees and expenses of counsel for the Company (including U.S. and Cayman Islands counsel and any local and special counsel); and (ix)
all other costs and expenses incident to the performance by the Company of its obligations hereunder.
(l)
For a period commencing on the Effective Date and ending five (5) years from the Exercisability Date or until such earlier time
at which the Liquidation occurs, the Company will use its best efforts to maintain the registration of the Units, Class A Ordinary Shares
and Warrants under the provisions of the Exchange Act, except after giving effect to a going private transaction after the completion
of a Business Combination. The Company will not deregister the Units, Class A Ordinary Shares or Warrants under the Exchange Act (except
in connection with a going private transaction after the completion of a Business Combination) without the prior written consent of the
Representative.
(m)
The Company shall, on the date hereof, retain its independent registered public accounting firm to audit the balance sheet of the
Company as of the Closing Date (the “Audited Balance Sheet”) reflecting the receipt by the Company of the proceeds
of the Offering on the Closing Date. As soon as the Audited Balance Sheet becomes available, the Company shall promptly, but not later
than four Business Days after the Closing Date, file a Current Report on Form 8-K with the Commission, which report shall contain the
Company’s Audited Balance Sheet. Additionally, upon the Company’s receipt of the proceeds from the exercise of all or any
portion of the option provided for in Section 2 hereof, the Company shall promptly, but not later than four Business Days after the receipt
of such proceeds, file a Current Report on Form 8-K with the Commission, which report shall disclose the Company’s sale of the Option
Securities and its receipt of the proceeds therefrom.
(n) For
a period commencing on the Effective Date and ending five (5) years from the Exercisability Date or until such earlier time at which
the Liquidation occurs or the Class A Ordinary Shares and Warrants cease to be publicly traded, the Company, at its expense, shall
cause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial
statements for each of the first three fiscal quarters prior to the announcement of quarterly financial information, the filing of
the Company’s Form 10-Q quarterly report and the mailing, if any, of quarterly financial information to stockholders.
(o)
For a period commencing on the Effective Date and ending five (5) years from the Exercisability Date or until such earlier time
at which the Liquidation occurs, the Company shall, to the extent such information or documents are not otherwise publicly available,
upon written request from the Representative, furnish to the Representative 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 securities, and, to the extent such information
or documents are not otherwise publicly available, upon written request from the Representative, promptly furnish to the Representative:
(i) a copy of such registration statements, financial statements and periodic and special reports as the Company shall be required to
file with the Commission and from time to time furnishes generally to holders of any such class of its securities; and (ii) 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, all subject to the execution of a satisfactory confidentiality agreement. Any registration statements,
financial statements, periodic and special reports or other additional documents referred to in the preceding sentence filed on the Commission’s
EDGAR website will be considered furnished for the purposes of this section.
(p)
For a period commencing on the Effective Date and ending five (5) years from the Exercisability Date or until such earlier time
at which the Liquidation occurs or the Class A Ordinary Shares and Warrants cease to be publicly traded, the Company shall retain a transfer
and warrant agent.
(q)
The Company will not consummate a Business Combination with any entity that is affiliated with the Sponsor or any of the Company’s
officers or directors unless it obtains an opinion from an independent investment banking firm which is a Member, or from an independent
accounting firm, that such Business Combination is fair to the Company from a financial point of view. The Company shall not pay the Sponsor
or any of the Company’s officers or directors, or any entity with which they are affiliated, a 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); provided, however, that such officers, directors and affiliates (i) may receive reimbursement for out-of-pocket
expenses related to the Company’s formation and initial public offering and to identifying, investigating and completing an initial
business combination, (ii) may be repaid loans as described in the Registration Statement and (iii) may receive a payment in connection
with the successful completion of the Company’s initial Business Combination, which payment will not be made from the proceeds from
the Offering held in the Trust Account prior to the consummation of the Business Combination.
(r)
The Company will apply the net proceeds from the Offering and the sale of the Private Placement Warrants received by it in a manner
consistent in all material respects with the applications described under the caption “Use of Proceeds” in the Statutory Prospectus
and the Prospectus.
(s)
For a period of 90 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or
association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services,
or has provided or will provide any investment banking, broker-dealer, financial, advisory and/or consulting services to the Company,
the Company agrees that it shall promptly provide to FINRA (via a FINRA submission), the Representative and their counsel a notification
prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity
providing any such services; (ii) complete details of all such services and copies of all agreements governing such services prior to
entering into the agreement or transaction; and (iii) justification as to why the value received by any person or entity for such services
is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement
will be made in the tender offer materials or proxy statement, as applicable, which the Company may file in connection with the Business
Combination for purposes of offering redemption of shares held by its stockholders or for soliciting stockholder approval, as applicable.
(t)
The Company shall advise FINRA, the Representative and its counsel if it is aware that any 5% or greater stockholder of the Company
becomes an affiliate or associated person of a Member participating in the distribution of the Securities.
(u)
The Company shall cause the proceeds of the Offering and the sale of the Private Placement Warrants to be held in the Trust Account
to be invested only in United States government treasury bills 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 as set forth in the Trust Agreement and disclosed in the Statutory Prospectus
and 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 not be required to register as an investment company under
the Investment Company Act.
(v) During
the period prior to the Company’s initial Business Combination or Liquidation, the Company may instruct the trustee under the
Trust Agreement to release from the Trust Account, solely from interest income earned on the funds held in the Trust Account,
amounts to pay income tax and franchise tax obligations as well as expenses relating to the administration of the Trust Account.
Otherwise, all funds held in the Trust Account (including any interest income earned on the amounts held in the Trust Account (which
interest shall be net of taxes payable and amounts released to pay for expenses related to the administration of the Trust Account))
will remain in the Trust Account until the earlier of (A) the completion of the Company’s initial Business Combination, (B)
the redemption of Class A Ordinary Shares tendered in connection with a stockholder vote to amend the Company’s Amended and
Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to allow
redemption in connection with our initial business combination or to redeem 100% of the outstanding Public Stock if the Company has
not consummated a Business Combination within twenty-four (24) months from the closing of the Offering or with respect to any other
provision relating to the Public Stockholders’ rights or pre-initial Business Combination activity or (C) the Liquidation; provided, however,
that in the event of the Liquidation, up to $100,000 of interest income may be released to the Company if the proceeds of the
Offering held outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the
Company’s plan of dissolution.
(w) The
Company will reserve and keep available that maximum number of its authorized but unissued securities that are issuable pursuant to
the Forward Purchase Agreement and upon exercise of any of the Warrants and the Private Placement Warrants outstanding from time to time and the conversion of the Founder Shares.
(x)
Prior to the earlier of the consummation of a Business Combination and the Liquidation, the Company shall not issue (other than
in replacement for lost, stolen or mutilated certificates) any Ordinary Shares, Warrants or any options or other securities convertible
into Ordinary Shares, or any preference shares, in each case, that (1) receive funds from the Trust Account or (2) vote as a class with
the Public Stock (as defined below) (a) on any initial Business Combination or (b) to approve an amendment to the Company’s Amended
and Restated Memorandum and Articles of Association to (i) extend the time the Company has to consummate a Business Combination beyond
24 months from the Closing Date or (ii) amend the foregoing provisions.
(y)
The Company’s audit committee will review on a quarterly basis all payments made to the Sponsor, to the Company’s officers
or directors, or to the Company’s or any of such other persons’ respective affiliates.
(z)
The Company agrees that it will use commercially reasonable 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.
(aa)
To the extent required by Rule 13a-15(e) under the Exchange Act, the Company will maintain “disclosure controls and procedures”
(as defined under Rule 13a-15(e) under the Exchange Act) and a system of internal accounting controls sufficient to provide reasonable
assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions
are recorded as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability
for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv)
the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect
to any differences.
(bb)
The Company will use commercially reasonable efforts to effect and maintain the listing of the Units, Class A Ordinary Shares and
Warrants on Nasdaq (or another national securities exchange).
(cc)
As soon as legally required to do so, the Company and its directors and officers, in their capacities as such, shall take all actions
necessary to comply with any applicable provisions of the Sarbanes-Oxley Act, including Section 402 related to loans and Sections 302
and 906 related to certifications, and to comply with the Nasdaq Marketplace Rules.
(dd)
The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of
its Amended and Restated Memorandum and Articles of Association.
(ee)
The Company will seek to have all vendors, service providers (other than independent accountants), prospective target businesses,
lenders or other entities with which it does business enter into agreements waiving any right, title, interest or claim of any kind in
or to any monies held in the Trust Account for the benefit of the Public Stockholders. The Company may forego obtaining such waivers only
if the Company shall have received the approval of its Chief Executive Officer.
(ff) The
Company, subject to any applicable provisions of the Company’s Amended and Restated Memorandum and Articles of Association,
may consummate the initial Business Combination and conduct redemptions of Class A Ordinary Shares for cash upon consummation of
such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E under the Exchange Act, including the
filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial and
other information about the initial Business Combination and the redemption rights as is required under the Commission’s proxy
rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the initial Business
Combination to redeem the Class A Ordinary Shares held by such stockholder for an amount of cash equal to (A) the aggregate amount
then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination,
representing (x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any
interest income earned on the funds held in the Trust Account not previously released to the Company to pay franchise and income
taxes or expenses relating to the administration of the Trust Account, divided by (B) the total number of Class A Ordinary Shares
sold as part of the Units in the Offering (the “Public Stock”) then outstanding. If, however, the Company elects
not to file such tender offer documents, a stockholder vote is required by law or applicable stock exchange listing requirement in
connection with the initial Business Combination, or the Company decides to hold a stockholder vote for business or other reasons,
the Company will submit such Business Combination to the Company’s stockholders for their approval (“Business
Combination Vote”). With respect to the initial Business Combination Vote, if any, the Sponsor, officers and directors
have agreed to vote all of their Founder Shares and any other Ordinary Shares purchased during or after the Offering in favor of the
Company’s initial Business Combination. If the Company seeks stockholder approval of the initial Business Combination, the
Company will offer to each Public Stockholder holding Class A Ordinary Shares the right to have its shares redeemed in conjunction
with a proxy solicitation pursuant to the proxy rules of the Commission at a per share redemption price (the “Redemption
Price”) equal to (I) the aggregate amount then on deposit in the Trust Account as of two business days prior to the
consummation of the initial Business Combination, representing (1) the proceeds held in the Trust Account from the Offering and the
sale of the Private Placement Warrants and (2) any interest income earned on the funds held in the Trust Account not previously
released to the Company to pay franchise and income taxes or expenses relating to the administration of the Trust Account, divided
by (II) the total amount of Public Stock then outstanding. If the Company seeks stockholder approval of the initial Business
Combination, the Company may proceed with such Business Combination only if the Company receives an “ordinary
resolution” under Cayman Islands law, which requires the affirmative vote of a majority of the stockholders who attend and
vote at a general meeting of the Company. If, after seeking and receiving such stockholder approval, the Company elects to so
proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who validly and affirmatively requested such
redemption. Only Public Stockholders holding Class A Ordinary Shares who properly exercise their redemption rights, in accordance
with the applicable tender offer or proxy materials related to such Business Combination and the Amended and Restated Memorandum and
Articles of Association of the Company, shall be entitled to receive distributions from the Trust Account in connection with an
initial Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of capital
stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four
(24) months from the closing of the Offering (or such later date as has been approved pursuant to a valid amendment to the
Company’s Amended and Restated Memorandum and Articles of Association), 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 (10) Business Days thereafter, redeem 100%
of the Public Stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account
(including interest not previously released to the Company to pay franchise and income taxes and expenses relating to the
administration of the Trust Account, and less up to $100,000 of interest to pay dissolution expenses), divided by the amount of then
outstanding Public Stock, which redemption will completely extinguish Public Stockholders’ rights as 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 Company’s remaining stockholders and the Company’s
board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under
Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. Only
Public Stockholders holding Class A Ordinary Shares included in the Securities shall be entitled to receive such redemption amounts
and the Company shall pay no such redemption amounts or any distributions in liquidation with respect to any other shares of capital
stock of the Company. The Sponsor and the Company’s officers and directors have agreed that they will not propose any
amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing
of the Company’s obligation to allow redemption in connection with our initial business combination or to redeem 100% of the
outstanding Public Stock if the Company has not consummated a Business Combination within twenty-four (24) months from the closing
of the Offering or (B) with respect to any other provision relating to the Public Stockholders’ rights or pre-initial Business
Combination activity, unless the Company offers to the Public Stockholders the right to redeem their Public Stock in connection with
such amendment, as described in the Statutory Prospectus and Prospectus.
(gg)
In the event that the Company desires or is required by an applicable law or regulation to cause an announcement (“Business
Combination Announcement”) to be placed in The Wall Street Journal, The New York Times or any other news or media publication
or outlet or to be made via a public filing with the Commission announcing the consummation of the Business Combination that indicates
that the Underwriters were the underwriters in the Offering, 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, subject to the agreement
of the Underwriters to keep confidential such draft announcement in accordance with the Representative’s standard policies regarding
confidential information.
(hh)
Subject to the provisions of this paragraph, upon the consummation of the initial Business Combination, the Company and the Representative
will jointly direct the trustee under the Trust Agreement to pay the Representative, on behalf of the Underwriters, the Deferred Discount
out of the proceeds of the Offering held in the Trust Account. The Underwriters shall have no claim to payment of any interest earned
on the portion of the proceeds held in the Trust Account representing the Deferred Discount. If the Company fails to consummate its initial
Business Combination within twelve (12) months from the closing of the Offering (as such time period may be amended), the Deferred Discount
will not be paid to the Representative and will, instead, be included in the Liquidation distribution of the proceeds held in the Trust
Account made to the Public Stockholders. In connection with any such Liquidation, the Underwriters forfeit any rights or claims to the
Deferred Discount.
(ii)
The Company will endeavor in good faith, in cooperation with the Representative, to qualify the 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, or would be required to qualify to do business in any jurisdiction where
it is not now so qualified. Until the earliest of (i) the date on which all Underwriters shall have ceased to engage in market-making
activities in respect of the Securities, (ii) the date on which the Securities are listed on Nasdaq (or any successor thereto), (iii)
a going private transaction after the completion of a Business Combination, and (iv) the date of the liquidation of the Company, in each
jurisdiction where such qualification shall be effected, the Company will, unless the Representative agree 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 to qualify the Securities for offering and sale under the securities laws of such jurisdiction.
(jj)
If at any time following the distribution of any Written Testing-the-Waters Communication, there occurred or occurs an event or
development as a result of which such Written Testing-the-Waters Communication included or would include any untrue statement of a material
fact or omitted or would omit to state any material fact necessary to make the statements therein in light of the circumstances under
which they were made at such time, not misleading, the Company will promptly (i) notify the Representative so that use of the Written
Testing-the-Waters Communication may cease until it is amended or supplemented; (ii) amend or supplement, at its own expense, such Written
Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; and (iii) supply any amendment or supplement
to the Representative in such quantities as may be reasonably requested.
(kk)
The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to
the later of (i) completion of the distribution of the Securities within the meaning of the Act and (ii) completion of the 180-day restricted
period referred to in Section 5(i) hereof.
(ll) Upon
the earlier to occur of the expiration or termination of the Underwriters’ over-allotment option, the Company shall cancel or
otherwise effect the forfeiture of Founder Shares from the Sponsor, in an aggregate amount equal to the number of Founder Shares
determined by multiplying (a) 468,750 by (b) a fraction, (i) the numerator of which is 1,875,000 minus
the number of Option Securities purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the
denominator of which is 1,875,000. For the avoidance of doubt, if the Underwriters exercise their over-allotment option in
full, the Company shall not cancel or otherwise effect the forfeiture of the Founder Shares pursuant to this subsection.
(mm)
In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime,
the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to
the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and
obligation, were governed by the laws of the United States or a state of the United States.
(nn)
In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
6.
CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS.
The obligations of the Underwriters
to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations
and warranties on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant
to Section 3 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder, including, if applicable, the last sentence of Section 3(b) hereof, and to the
following additional conditions:
(a)
The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); and
no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and
no proceedings for that purpose shall have been instituted or threatened.
(b)
The Company shall have requested and caused Winston & Strawn LLP, counsel for the Company, to have furnished to the Representative
its opinions dated the Closing Date and addressed to the Representative, in a form reasonably acceptable to the Representative.
(c)
The Company shall have requested and caused Ogier, counsel for the Company, to have furnished to the Representative its opinions
dated the Closing Date and addressed to the Representative, in a form reasonably acceptable to the Representative.
(d) The
Representative shall have received from Proskauer Rose LLP, counsel for the Underwriters, such opinion or opinions, dated the
Closing Date and addressed to the Representative, with respect to the issuance and sale of the Securities, the Registration
Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the
Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters.
(e)
The Company shall have furnished to the Representative a certificate signed by the Chief Financial Officer of the Company, dated
the Closing Date, certifying (i) that the Amended and Restated 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 contemplated by this Agreement
are in full force and effect and have not been modified, (iii) copies of all correspondence between the Company or its counsel and the
Commission, and (iv) as to the incumbency of the Chief Executive Officer of the Company. The documents referred to in such certificate
shall be attached to such certificate.
(f)
The Company shall have furnished to the Representative a certificate of the Company, signed by the Chief Executive Officer and
the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate
have carefully examined the Registration Statement each Preliminary Prospectus, the Prospectus and any amendment or supplement thereto,
and this Agreement and that:
(i)
the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the
same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to the Closing Date;
(ii)
no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and
no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and
(iii)
since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any
supplement thereto), there has been no Material Adverse Effect.
(g)
The Company shall have requested and caused Marcum to have furnished to the Representative, at the Execution Time and at the Closing
Date, letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative,
confirming that they are a registered public accounting firm that is independent with respect to the Company within the meaning of the
Act and the Exchange Act and the applicable rules and regulations adopted by the Commission thereunder and that they have performed a
review of the audited financial statements of the Company for the period from January 15, 2021 (date of inception) through January 26,
2021, provided that the cutoff date shall not be more than two business days prior to such Execution Time or Closing Date, as applicable,
and stating in effect that:
(i)
in their opinion the audited financial statements and financial statement schedules included in the Registration Statement, the
Statutory Prospectus and the Prospectus and reported on by them comply as to form in all material respects with the applicable accounting
requirements of the Act and the related rules and regulations adopted by the Commission; and
(ii)
they have performed certain other specified procedures as a result of which they determined that certain information of an accounting,
financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting
records of the Company) set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, including the information
set forth under the captions “Dilution” and “Capitalization” in the Statutory Prospectus and the Prospectus, agrees
with the accounting records of the Company, excluding any questions of legal interpretation.
References to the Prospectus
in this paragraph (g) include any supplement thereto at the date of the letter.
(h)
Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive
of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not have been
(i) any change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 6 or (ii) any change, or any
development involving a prospective change, in or affecting the earnings, business, management, properties, assets, rights, operations,
condition (financial or otherwise) or prospects of the Company, whether or not arising from transactions in the ordinary course of business,
the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material
and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the
Registration Statement (exclusive of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement
thereto).
(i)
Prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates and documents
as the Representative may reasonably request.
(j)
FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements
of the transactions contemplated hereby.
(k)
The Securities shall be duly listed subject to notice of issuance on Nasdaq, satisfactory evidence of which shall have been provided
to the Representative.
(l)
On the date hereof, the Company shall have delivered to the Representative executed copies of the Trust Agreement, the Warrant
Agreement, the Founders’ Purchase Agreement, the Warrant Subscription Agreement, the Insider Letters, the Forward Purchase Agreement
and the Registration Rights Agreement.
(m)
At least one Business Day prior to the Closing Date or the settlement date, as applicable, the Sponsor shall have caused the Private
Placement Portion to be deposited into the Trust Account such that the cumulative amount deposited into the Trust Account as of such Closing
Date or settlement date shall equal the product of the number of Units sold in the public offering as of such Closing Date or settlement
date and $10.10 per Unit as set forth on the cover of the Prospectus.
(n) No
order preventing or suspending the sale of the Units in any jurisdiction designated by the Representative pursuant to Section 5(ii)
hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have
been threatened.
If any of the conditions specified
in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned
above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for
the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing
Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed
in writing.
The documents required to
be delivered by this Section 6 shall be delivered at the office of Proskauer Rose LLP, counsel for the Underwriters, at Eleven Times Square,
New York, New York 10036, Attention: Daniel Forman, unless otherwise indicated herein, on the Closing Date.
7.
REIMBURSEMENT OF UNDERWRITERS’ EXPENSES.
If the sale of the Securities
provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not
satisfied, because of any termination pursuant to Section 10 hereof (other than clauses (ii), (iii) or (vi) thereof) or because of any
refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than
by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally through the Representative on
demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred
by them in connection with the proposed purchase and sale of the Securities.
8.
INDEMNIFICATION AND CONTRIBUTION.
(a) The
Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter,
each person who controls any Underwriter within the meaning of either the Act or the Exchange Act and each affiliate of each
Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become
subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as
originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any
“roadshow” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment
thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such
indemnified party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision
with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable
in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any Underwriter through the Representative specifically for inclusion
therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information
described in the last sentence of Section 8(b) hereof. This indemnity agreement will be in addition to any liability that the
Company may otherwise have.
(b)
Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its
officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange
Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information
relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representative specifically for
inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability that
any Underwriter may otherwise have. The Company acknowledges that the following information set forth under the heading “Underwriting,”
(x) the list of Underwriters and their respective roles and participation in the sale of the Securities, (y) the sentence related to the
Underwriter’s intention not to make sales to discretionary accounts, and (z) the paragraphs related to stabilization, syndicate
covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only
information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing
indemnity.
(c) Promptly
after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in
writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability
under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of material rights and defenses and (ii) will not, in any event, relieve the indemnifying party
from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The
indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s
expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party
shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party.
Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in,
or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have
reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or
additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory
to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action
or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying
party. An indemnifying party will not, without the prior written consent of the indemnified parties (which consent shall not be
unreasonably withheld, delayed or conditioned), settle or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified parties are actual or potential parties to such claim or action) unless (i) such settlement,
compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim,
action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party. If at any time an indemnified party shall have requested an indemnifying party to reimburse
the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of
any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement
at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such settlement.
(d) In
the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to or insufficient to hold harmless
an indemnified party for any reason, the Company and the Underwriters severally agree to contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the
same) (collectively “Losses”) to which the Company and one or more of the Underwriters may be subject in such
proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters on the
other from the Offering; provided, however, that in no case shall any Underwriter (except as may be provided in any
agreement among underwriters relating to the Offering) be responsible for any amount in excess of the underwriting discount or
commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as
is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and of the
Underwriters on the other in connection with the statements or omissions that resulted in such Losses as well as any other relevant
equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the Offering
(before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total
underwriting discounts and commissions, in each case as set forth on the cover page of the Prospectus. Relative fault shall be
determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the
Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct
or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if
contribution were determined by pro rata allocation or any other method of allocation that does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of 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. For purposes of this Section 8, each person who controls an Underwriter within the
meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same
rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the
Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall
have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph
(d).
(e)
In any proceeding relating to the Registration Statement, the Preliminary Prospectus, the Statutory Prospectus, any Written Testing-the-Waters
Communication, the Prospectus or any supplement or amendment thereto, each party against whom contribution may be sought under this Section
8 hereby consents to the exclusive jurisdiction of (i) the federal courts of the United States of America located in the City and County
of New York, Borough of Manhattan and (ii) the courts of the State of New York located in the City and County of New York, Borough of
Manhattan (collectively, the “Specified Courts”), agrees that process issuing from such courts may be served upon it
by any other contributing party and consents to the service of such process and agrees that any other contributing party may join it as
an additional defendant in any such proceeding in which such other contributing party is a party.
(f)
Any losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification or contribution
under this Section 8 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or
expenses are incurred. The indemnity and contribution agreements contained in this Section 8 and the representations and warranties of
the Company set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made
by or on behalf of any Underwriter, its directors or officers or any person controlling any Underwriter, the Company, its directors or
officers or any persons controlling the Company, (ii) acceptance of any Securities and payment therefor hereunder, and (iii) any termination
of this Agreement. A successor to any Underwriter, its directors or officers or any person controlling any Underwriter, or to the Company,
its directors or officers, or any person controlling the Company, shall be entitled to the benefits of the indemnity, contribution and
reimbursement agreements contained in this Section 8.
9.
DEFAULT BY AN UNDERWRITER.
If any one or more
Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters
hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the
amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set
forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter or Underwriters agreed
but failed to purchase; provided, however, that in the event that the aggregate amount of Securities that the
defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the Underwritten Securities, the remaining
Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities. If
within one Business Day after such default relating to more than 10% of the Underwritten Securities the remaining Underwriters do
not arrange for the purchase of such Underwritten Securities, then the Company shall be entitled to a further period of one Business
Day within which to procure another party or parties reasonably satisfactory to you to purchase said Underwritten Securities. In the
event that neither the remaining Underwriters nor the Company purchase or arrange for the purchase of all of the Underwritten
Securities to which a default relates as provided in this Section 9, this Agreement will terminate without liability to any
nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing
Date shall be postponed for such period, not exceeding five Business Days, as the Representative shall determine in order that the
required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing
contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting
Underwriter for damages occasioned by its default hereunder.
10.
TERMINATION.
This Agreement shall be subject
to termination in the absolute discretion of the Representative, by notice given to the Company prior to delivery of and payment for the
Securities, if at any time prior to such delivery and payment (i) trading in the Company’s Units, Class A Ordinary Shares or Warrants
shall have been suspended by the Commission, or trading in securities generally on Nasdaq shall have been suspended or limited or minimum
prices shall have been established on such exchange or trading market, (ii) a banking moratorium shall have been declared either by Federal
or New York State authorities, (iii) there shall have occurred a material disruption in commercial banking or securities settlement or
clearance services, (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national
emergency or war, or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change
in economic or political conditions the effect of which on financial markets is such as to make it, in the sole judgment of the Representative,
impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Statutory Prospectus or the
Prospectus (exclusive of any supplement thereto), (v) since the respective dates as of which information is given in the Registration
Statement, the Statutory Prospectus and the Prospectus, any material adverse change or any development involving a prospective material
adverse change in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise)
or prospects of the Company, whether or not arising in the ordinary course of business, (vi) the enactment, publication, decree or other
promulgation of any statute, regulation, rule or order of any court or other governmental authority which in the opinion of the Representative
materially and adversely affects or may materially and adversely affect the business or operations of the Company, or (vii) the taking
of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in the opinion of the Representative
has a material adverse effect on the securities markets in the United States.
11.
REPRESENTATIONS AND INDEMNITIES TO SURVIVE.
The respective
agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set
forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on
behalf of any Underwriter or the Company or any of the officers, directors, employees, agents or controlling persons referred to in
Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall
survive the termination or cancellation of this Agreement.
12.
NOTICES.
All notices and other communications
hereunder shall be in writing, shall be effective only upon receipt and shall be mailed, delivered by hand or overnight courier, or transmitted
by fax or other electronic means (with the receipt of such fax or other electronic means to be confirmed by telephone). Notices to the
Underwriters shall be directed to the Representative at Wells Fargo Securities, LLC, 500 West 33rd Street, New York, New York 10001, Attention:
Equity Syndicate, fax no. 212-214-5918 (with such fax or other electronic means to be confirmed by telephone to 212-214-6144); notices
to the Company shall be directed to it at Aries I Acquisition Corporation, 90 N. Church Street, P.O. Box 10315, Grand Cayman, Cayman Islands
KY1-1003, Attention: Sam Collins, Email: scollins@60deg.com (with such fax to be confirmed by telephone to (647) 964-9643), with a copy
to (which copy shall not be deemed to constitute notice to the Company) Winston & Strawn LLP, 1221 Avenue of the Americas, New York,
New York 10020, Attention: David Sakowitz, Esq., Fax No.: 212-294-6700, Email: dsakowitz@winston.com (with such fax or email to be confirmed
by telephone to (212) 294-2639).
13.
SUCCESSORS.
This Agreement will inure
to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents
and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder.
14.
NO FIDUCIARY DUTY.
The Company hereby acknowledges
that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the
Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are
acting as principal and not as an agent or fiduciary of the Company and (c) the Company’s engagement of the Underwriters in connection
with the Offering and the process leading up to the Offering is as independent contractors and not in any other capacity. Furthermore,
the Company agrees that it is solely responsible for making its own judgments in connection with the Offering (irrespective of whether
any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will
not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty
to the Company, in connection with such transaction or the process leading thereto.
15.
INTEGRATION.
This Agreement supersedes
all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect
to the subject matter hereof.
16.
APPLICABLE LAW; AGENT FOR SERVICE.
This Agreement will be governed
by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State
of New York. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby
shall be instituted in the Specified Courts, and each party irrevocably submits to the exclusive jurisdiction (except for proceedings
instituted in regard to the enforcement of a judgment of any such court, as to which such jurisdiction is non-exclusive) of such courts
in any such suit, action or proceeding. The Company irrevocably appoints Puglisi & Associates, located at Newark, Delaware, as its
authorized agent in the City and County of New York, Borough of Manhattan upon which process may be served in any such suit, action or
proceeding. The Company hereby represents and warrants that such authorized agent has accepted such appointment and has agreed to act
as such authorized agent for service of process. The Company further agrees to take any and all action as may be necessary to maintain
such designation and appointment of such authorized agent in full force and effect for a period of ten (10) years from the date of this
Agreement. Service of any process, summons, notice or document by mail to such party’s address (or, in the case of the Company,
to the Company’s authorized agent described in this paragraph, along with written notice of such service to the Company by the person
serving the same) set forth above shall be effective service of process upon such party for any suit, action or other proceeding brought
in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other
proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any
such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.
17.
WAIVER OF JURY TRIAL.
The Company hereby irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby.
18.
WAIVER OF IMMUNITY.
With respect to any action,
suit or proceeding arising out of or relating to or based upon this Agreement or any of the transactions contemplated hereby, the Company
irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise)
from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled,
and with respect to any such action, suit or proceeding, waives any such immunity in any court of competent jurisdiction, and agrees not
to raise or claim or cause to be pleaded any such immunity at or in respect of any such action, suit or proceeding, including, without
limitation, any immunity pursuant to the U.S. Foreign Sovereign Immunities Act of 1976, as amended.
19.
JUDGMENT CURRENCY.
The obligation of the
Company in respect of any sum due to any Underwriter under this Agreement shall, notwithstanding any judgment in a currency other
than U.S. dollars (the “Judgment Currency”), not be discharged until the first business day following receipt by
such Underwriter of any sum adjudged to be so due in the Judgment Currency on which (and only to the extent that) such Underwriter
may in accordance with normal banking procedures purchase U.S. dollars with the Judgment Currency; if the U.S. dollars so purchased
are less than the sum originally due to such Underwriter hereunder, the Company agrees, as a separate obligation and notwithstanding
any such judgment, to indemnify such Underwriter against such loss in respect of any sum due to such Underwriter from the Company.
If the U.S. dollars so purchased are greater than the sum originally due to such Underwriter hereunder, such Underwriter agrees to
pay to the Company an amount equal to the excess of the U.S. dollars so purchased over the sum originally due to such Underwriter
hereunder.
20.
COUNTERPARTS.
This Agreement may be signed
in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.
Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act
of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com)
or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and
effective for all purposes.
21.
HEADINGS.
The section headings used
herein are for convenience only and shall not affect the construction hereof.
22.
DEFINITIONS.
The terms that follow, when
used in this Agreement, shall have the meanings indicated.
“Act” shall
mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Applicable Time”
shall mean [·] [a.m/p.m.] (New York time) on the date of this Agreement.
“BHC Act Affiliate”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Business Day”
shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized
or obligated by law to close in New York City.
“Commission”
shall mean the Securities and Exchange Commission.
“Covered Entity”
shall mean any of the following:
(i) a “covered
entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a “covered
bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a “covered
FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as
applicable.
“Effective Date”
shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b)
Registration Statement became or becomes effective.
“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Execution Time”
shall mean the date and time that this Agreement is executed and delivered by the parties hereto.
“Free Writing Prospectus”
shall mean a free writing prospectus, as defined in Rule 405.
“Liquidation”
shall mean the distributions of the Trust Account to the Public Stockholders in connection with the redemption of Class A Ordinary Shares
held by the Public Stockholders pursuant to the terms of the Company’s Amended and Restated Memorandum and Articles of Association,
if the Company fails to consummate a Business Combination.
“Preliminary Prospectus”
shall mean any preliminary prospectus referred to in paragraph 1(a) above and any preliminary prospectus included in the Registration
Statement at the Effective Date that omits Rule 430A Information.
“Prospectus”
shall mean the prospectus relating to the Securities that is first filed pursuant to Rule 424(b) after the Execution Time.
“Registration Statement”
shall mean the registration statements referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus
and prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such
registration statement pursuant to Rule 430A, as amended at the Execution Time and, in the event any post-effective amendment thereto
or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall also mean such registration statement as
so amended or such Rule 462(b) Registration Statement, as the case may be.
“Rule 158”,
“Rule 172”, “Rule 405”, “Rule 419”, “Rule 424”, “Rule
430A”, “Rule 433” and “Rule 462” refer to such rules under the Act.
“Rule 430A Information”
shall mean information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement
when it becomes effective pursuant to Rule 430A.
“Rule 462(b) Registration
Statement” shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering
covered by the registration statement referred to in Section 1(a) hereof.
“Statutory Prospectus”
shall mean (i) the Preliminary Prospectus dated May [l], 2021 relating to the Securities and
(ii) the Time of Delivery Information, if any, set forth on Schedule II hereto.
“U.S. Special Resolution
Regime” shall mean each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II
of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
[remainder of page intentionally left blank]
If the foregoing is in accordance
with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon it will become a binding
agreement among the Company and the several Underwriters in accordance with its terms.
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Very truly yours,
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Aries I Acquisition Corporation
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By:
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Name:
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Title:
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[Signature Page to Underwriting Agreement]
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The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.
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Wells Fargo Securities, LLC
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By:
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Name:
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Title:
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[Signature Page to Underwriting Agreement]
SCHEDULE I
Underwriters
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Number
of Underwritten
Securities to be Purchased
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Wells Fargo Securities, LLC
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8,437,500
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Kingswood Capital Markets, division of Benchmark Investments, Inc.
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4,062,500
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Total
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12,500,000
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SCHEDULE II
TIME OF DELIVERY INFORMATION
[Aries I Acquisition Corporation
priced 12,500,000 units at $10.00 per unit plus an additional 1,875,000 units if the underwriters exercise their over-allotment option
in full.
The Units will be issued pursuant
to an effective registration statement that has been previously filed with the Securities and Exchange Commission.
This communication shall not
constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any
such state or jurisdiction.
Copies of the prospectus
related to this offering may be obtained from Wells Fargo Securities, LLC, Attention: Equity Syndicate Department, 500 West 33rd Street,
New York, New York 10001, at (800) 326-5897 or email a request to cmclientsupport@wellsfargo.com.]
SCHEDULE III
SCHEDULE OF WRITTEN TESTING-THE-WATERS COMMUNICATIONS
Aries I Acquisition Corporation, Investor Presentation,
dated March 2021.
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Exhibit 4.1
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NUMBER
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UNITS
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U-
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SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP
____________
ARIES I ACQUISITION CORPORATION
UNITS CONSISTING OF ONE CLASS A ORDINARY
SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT,
EACH WHOLE WARRANT ENTITLING THE HOLDER
TO PURCHASE ONE CLASS A ORDINARY SHARE
THIS CERTIFIES
THAT is the owner of
Units of Aries I Acquisition
Corporation, a Cayman Islands exempted company (the “Company”), transferrable on the books of the
Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
Each Unit
(“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary
Share”), of the Company and one-half of one redeemable warrant (each whole warrant, a “Warrant”).
Each Warrant entitles the holder to purchase one Ordinary Share (subject to adjustment) for $11.50 per share (subject to
adjustment). Each Warrant will become exercisable on the later of (i) thirty (30) days after the Company’s completion of a
merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more
businesses (each a “Business Combination”), or (ii) twelve (12) months from the closing of the
Company’s initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is
five (5) years after the date on which they first become exercisable, or earlier upon redemption or liquidation (the “Expiration
Date”). The Ordinary Shares and Warrants comprising the Units represented by this certificate are not transferable
separately prior to , 2021, unless Wells Fargo Securities,
LLC and Kingswood Capital Markets 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 the Company’s initial public offering and issuing a press release announcing when separate
trading will begin. No fractional Warrants will be issued upon separation of the Units. The terms of the Warrants are governed by a
Warrant Agreement, dated as of , 2021 (the “Warrant
Agreement”), 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 1 State Street, 30th Floor, New
York, New York 10004, and are available to any Warrant holder on written request and without cost.
This certificate is not valid
unless countersigned by the Transfer Agent and registered by the Registrar of the Company.
This certificate shall be governed
by and construed in accordance with the internal laws of the State of New York.
Witness the facsimile
signature of a duly authorized signatory of the Company.
Aries I Acquisition Corporation
The Company will furnish
without charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of equity or series thereof of the Company and the qualifications, limitations,
or restrictions of such preferences and/or rights.
The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according
to applicable laws or regulations:
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) (Minor)
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TEN ENT
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—
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as tenants by the entireties
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Under Uniform Gifts to Minors Act
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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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_____________________________
(State)
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Additional abbreviations may also be used
though not in the above list.
For
value received, hereby sell, assign and transfer unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE, OF ASSIGNEE)
Units represented by the within certificate, and do hereby irrevocably constitute and appoint
Attorney to transfer the said Units on the
books of the within named Company with full power of substitution in the premises.
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) 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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).
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As more fully
described in, and subject to the terms and conditions described in, the Company’s final prospectus for its initial
public offering dated , the holder(s) of this
certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account established in
connection with the Company’s initial public offering in the event that (i) the Company redeems the Ordinary Shares
sold in its initial public offering and liquidates because it does not consummate an initial Business Combination within the
time period set forth in the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be
amended from time to time, or (ii) if the holder(s) properly redeem for cash his, her or its respective Ordinary Shares
included in the Units represented by this certificate in connection with (x) a tender offer (or proxy solicitation, solely in
the event the Company seeks shareholder approval of the proposed initial Business Combination) setting forth the details of a
proposed initial Business Combination or (y) a shareholder vote to amend the Company’s Amended and Restated Memorandum
and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in
connection with our initial business combination or to redeem 100% of the Ordinary Shares if it does not consummate an
initial Business Combination within the time set forth in the Company’s Amended and Restated Memorandum and Articles of
Association or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial
Business Combination activity, as the same may be amended from time to time. 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
WARRANT
AGREEMENT
THIS WARRANT AGREEMENT
(this “Agreement”), dated as of May [•], 2021, is by and between Aries I Acquisition Corporation,
a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company,
a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to
herein as the “Transfer Agent”).
WHEREAS, the Company
is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities,
each such unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”),
and one-half of one redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith,
has determined to issue and deliver 6,250,000 warrants (or 7,187,500 warrants if the Over-allotment Option (as defined below) is
exercised in full) to public investors in the Offering (the “Public Warrants”);
WHEREAS, the Company
has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement
on Form S-1, File No. 333-253806 (the “Registration Statement”), and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units
and the Public Warrants and the Ordinary Shares included in the Units;
WHEREAS, the
Company has entered into that certain Private Placement Warrants Purchase Agreement with Aries Acquisition Partners, Ltd., a
Cayman Islands limited company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an
aggregate of 4,175,000 warrants (or up to 4,456,250 warrants if the Over-allotment Option is exercised in full)
simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable) bearing the
legend set forth in Exhibit B hereto (the “Private Placement Warrants”) at a purchase price
of $1.00 per Private Placement Warrant;
WHEREAS, in order to
finance the Company’s working capital deficiencies connection with an intended initial Business Combination
(as defined below), the Sponsor or an affiliate of the Sponsor or the Company’s officers and directors may, but are not obligated
to, loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to
an additional 1,500,000 warrants at a price of $1.00 per warrant, which will be identical to the Private Placement Warrants (the
“Working Capital Warrants,” and, together with the Private Placement Warrants and the Public Warrants,
the “Warrants”);
WHEREAS, each Warrant
entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as described herein;
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;
WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize
the execution and delivery of this Agreement.
NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and
the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set
forth in this Agreement.
2. Warrants.
2.1 Form
of Warrant. Each Warrant shall be issued in registered form only, and, if a physical certificate is issued, 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, President, Chief Executive Officer, Chief Financial Officer, Secretary
or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant
shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued
with the same effect as if he or she had not ceased to be such at the date of issuance. All of the Public Warrants shall initially
be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”).
2.2 Effect
of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant
to this Agreement, a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.
2.3 Registration.
2.3.1 Warrant
Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration
of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant
Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise
in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented
by one or more Book-Entry Warrant Certificates deposited with The Depository Trust Company (the “Depositary”)
and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants
shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its
nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution,
with respect to a Warrant in its account, a “Participant”).
If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer
necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the
Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct
the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive
Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A,
with appropriate insertions, modifications and omissions, as provided above.
2.3.2 Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may
deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on a Definitive 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.
2.4 Detachability
of Warrants. The Ordinary Shares and Public Warrants comprising the Units shall begin separate trading on the 52nd day following
the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks
in New York City are generally open for normal business (a “Business Day”), then on the immediately
succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of
Wells Fargo Securities, LLC and Kingswood Capital Markets, as representatives of the several underwriters, but in no event shall the Ordinary Shares and the
Public Warrants comprising the Units be separately traded until (A) the Company has filed a Current Report on Form 8-K with the
Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including
the proceeds received by the Company from the exercise by the underwriters of their right to purchase additional Units in the
Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing
of the Form 8-K (and, if the over-allotment option is exercised following the initial filing of such Form 8-K, a second or amended
Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option), and (B)
the Company issues a press release and files with the Commission a Current Report on Form 8-K announcing when such separate trading
shall begin.
2.5 Fractional
Warrants. The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one
Ordinary Share and one-half of one Public Warrant. If, upon the detachment of Public Warrants from Units or otherwise, a holder
of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number of Warrants
to be issued to such holder.
2.6 Private
Placement Warrants and Working Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall
be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as
defined below), the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a “cashless
basis”, pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the
Private Placement Warrants and Working Capital Warrants, may not be transferred, assigned or sold until the date that is thirty
(30) days after the completion by the Company of an initial Business Combination (as defined below), (iii) shall not be redeemable
by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2
if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section
4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and the Working Capital Warrants
and any Ordinary Shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement
Warrants and the Working Capital Warrants may be transferred by the holders thereof:
(a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors,
any affiliate of the Sponsor or to any members of the Sponsor or any of their affiliates;
(b) 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;
(c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person;
(d) in the case of an individual, pursuant to a qualified domestic relations order;
(e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection
with the consummation of an initial Business Combination at prices no greater than the price at which the Ordinary Shares or Warrants
were originally purchased;
(f) by virtue of the laws of the Cayman Islands or the limited liability partnership agreement of the Sponsor upon dissolution
of the Sponsor;
(g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination;
(h) in the event of the Company’s liquidation prior to the consummation of a Business Combination; or
(i) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation,
merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to
exchange their Ordinary Shares for cash, securities or other property; provided, however, that, in the case of clauses (a)
through (f), these transferees (the “Permitted Transferees”) enter into a written agreement with the
Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter
agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s officers and directors.
3. Terms
and Exercise of Warrants.
3.1 Warrant
Price. Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and
of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share,
subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Agreement shall mean the price per share at which Ordinary Shares may be purchased at the time a
Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date
(as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least
five (5) Business Days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that
any such reduction shall be identical among all of the Warrants.
3.2 Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A)
commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one
or more businesses (a “Business Combination”), and (ii) the date that is twelve (12) months from the
date of the closing of the Offering, and (B) terminating at 5:00 p.m., New York City time on the earliest to occur of: (i) the
date that is five (5) years after the date on which they first become exercisable, (ii) the liquidation of the Company, (iii)
other than with respect to the Private Placement Warrants and the Working Capital Warrants then held by the Sponsor or any of
its Permitted Transferees with respect to a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals
or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof, on
the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”);
provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions,
as set forth in subsection 3.3.2 below, with respect to an effective registration statement. Except with respect to the
right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working
Capital Warrant then held by the Sponsor or any of its Permitted Transferees in connection with a redemption pursuant to Section
6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section
4 hereof), Section 6.2 hereof) in the event of a redemption (as set forth in Section 6 hereof), each outstanding
Warrant (other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or any of its Permitted
Transferees in the event of a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00
per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof) not exercised on or before
the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall
cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the
Warrants by delaying the Expiration Date; provided that the Company shall provide at least twenty (20) days prior written
notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical
in duration among all the Warrants.
3.3 Exercise
of Warrants.
3.3.1 Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering
to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised,
or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”)
on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing
by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”)
Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse
of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant
in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each Ordinary Share as
to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange
of the Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:
(a) in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent or by wire
transfer of immediately available funds;
(b) [Reserved];
(c) with respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working
Capital Warrant is held by the Sponsor or its Permitted Transferees, by surrendering the Warrants for that number of Ordinary Shares
equal to (i) if in connection with a redemption of Private Placement Warrants or Working Capital Warrants pursuant to Section
6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise (as defined below) and (ii) in all
other scenarios, the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied
by the excess of the “Sponsor Exercise Fair Market Value” (as defined in this subsection 3.3.1(c)), over the
Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Sponsor
Exercise Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares for the ten (10)
trading days ending on the third trading day prior to the date on which notice of exercise of the Private Placement Warrant or
Working Capital Warrant is sent to the Warrant Agent;
(d) as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or
(e) as provided in Section 7.4 hereof.
3.3.2 Issuance
of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds
in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of Ordinary Shares to which he, she
or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been
exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of Ordinary Shares as to
which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate
are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant Certificate,
or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing,
the Company shall not be obligated to deliver any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation
to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying
the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying
its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary
Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise has been registered, qualified
or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered
Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect
to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and
expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price
for the Unit solely for the Ordinary Shares underlying such Unit. In no event will the Company be required to net cash settle
the Warrant exercise. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis”
pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any
Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in an Ordinary Share, the Company
shall round down to the nearest whole number, the number of Ordinary Shares to be issued to such holder.
3.3.3 Valid
Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement shall
be validly issued, fully paid and non-assessable.
3.3.4 Date
of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Ordinary Shares is
issued shall for all purposes be deemed to have become the holder of record of such Ordinary Shares on the date on which the Warrant,
or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the
date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment
is a date when the 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 Ordinary Shares at the close of business on the next succeeding date on which the
share transfer books or book-entry system are open.
3.3.5 Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5
unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise
of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving
effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge,
would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify)(the “Maximum Percentage”)
of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the
aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary
Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall
exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially
owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other
securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible
notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation
contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding
Ordinary Shares as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q,
Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding.
For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business
Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case, the number of
outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities of the
Company by the holder and its affiliates since the date as of which such number of outstanding Ordinary Shares was reported. By
written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable
to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be
effective until the sixty-first (61st) day after such notice is delivered to the Company.
4. Adjustments.
4.1 Share
Capitalizations.
4.1.1 Split-Ups.
If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Ordinary Shares
is increased by a share capitalization payable in Ordinary Shares, or by a split-up of Ordinary Shares or other similar event,
then, on the effective date of such share capitalization, split-up or similar event, the number of Ordinary Shares issuable on
exercise of each Warrant shall be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering
to holders of the Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Historical Fair
Market Value” (as defined below) shall be deemed a share capitalization of a number of Ordinary Shares equal to the product
of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold
in such rights offering that are convertible into or exercisable for the Ordinary Shares) multiplied by (ii) one (1) minus the
quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value. For
purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Ordinary
Shares, in determining the price payable for Ordinary Shares, there shall be taken into account any consideration received for
such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market
Value” means the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day
period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the
applicable market, regular way, without the right to receive such rights.
4.1.2 Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make
a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or
other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection
4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Ordinary
Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the
Ordinary Shares in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles
of association (as amended from time to time, the “Charter”) to modify the substance or timing of the
Company’s obligation to allow redemption in connection with our initial business combination or to redeem 100% of the Ordinary
Shares included in the Units sold in the Offering (the “Public Shares”) if the Company does not complete
the initial Business Combination within the period set forth in the Charter or with respect to any other provisions relating to
shareholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption of the Public
Shares included in the Units sold in the Offering upon the failure of the Company to complete its initial Business Combination
and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an
“Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the
effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Company’s
board of directors (the “Board”) in good faith) of any securities or other assets paid on each Ordinary
Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends”
means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other
cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration
of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this
Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to
the number of Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the
Units in the Offering).
4.2 Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding
Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification of Ordinary Shares or other
similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar
event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in
outstanding Ordinary Shares.
4.3 Adjustments
in Warrant Price.
4.3.1 Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection
4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable
upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of
Ordinary Shares so purchasable immediately thereafter.
4.3.2 If
(x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with
the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary
Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any
such issuance to the initial shareholders (as defined in the Prospectus) or their affiliates, without taking into account any
Class B Ordinary Shares (as defined below) held by such shareholders or their 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 funding the initial Business
Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume
weighted average trading price of the Ordinary Shares during the twenty (20) trading day period starting on the trading day
prior to the day on which the Company consummates the Business Combination (such price, 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 higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section
6.1 and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value
and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be
adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.
4.4 Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary
Shares (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects
the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity
or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation
and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any
sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially
as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right
to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary
Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby,
the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have
received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative
Issuance”); provided, however, that (i) if the holders of the Ordinary Shares were entitled to exercise
a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger,
then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall
become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the
Ordinary Shares in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption
offer shall have been made to and accepted by the holders of the Ordinary Shares (other than a tender, exchange or redemption
offer made by the Company in connection with redemption rights held by shareholders of the Company as provided for in the Charter
or as a result of the redemption of Ordinary Shares by the Company if a proposed initial Business Combination is presented to
the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer,
the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor
rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2
under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is
a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the
outstanding Ordinary Shares, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount
of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant
holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the
Ordinary Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from
and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for
in this Section 4; provided further that if less than 70% of the consideration receivable by the holders of the
Ordinary Shares in the applicable event is payable in the form of ordinary shares in the successor entity that is listed for trading
on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or
quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following
the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed
with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference (but in no event less
than zero) of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below)
minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means
the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model
for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”).
For purposes of calculating such
amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each Ordinary Share shall be the
volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading
day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained
from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the
applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal
to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid
to holders of the Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all
other cases, the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period
ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also
results in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection
4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly
apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will
the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
4.5 Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Ordinary 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 Ordinary Shares purchasable at such price upon the
exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation
is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company
shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such
holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect
therein, shall not affect the legality or validity of such event.
4.6 No
Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not
issue fractional Ordinary Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section
4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share,
the Company shall, upon such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such
holder.
4.7 Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and
Warrants issued after such adjustment may state the same Warrant Price and the same number of Ordinary Shares as is stated in
the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole
discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance
thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or
otherwise, may be in the form as so changed.
4.8 Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order
to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each
such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized
national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants
is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary,
the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment
recommended in such opinion.
4.9 No
Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result
of an adjustment to the conversion ratio of the Company’s Class B ordinary shares (the “Class B Ordinary Shares”)
into Ordinary Shares or the conversion of the Class B Ordinary Shares into Ordinary Shares, in each case, pursuant to the Charter.
5. Transfer
and Exchange of Warrants.
5.1 Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the
Warrant Register, upon surrender of such Warrant for transfer, in the case of a certificated Warrant, properly endorsed with signatures
properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing
an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case
of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon
request.
5.2 Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except
as otherwise provided herein or in any Book-Entry Warrant Certificate or Definitive Warrant Certificate, each Book-Entry Warrant
Certificate and Definitive Warrant Certificate may be transferred only in whole and only to the Depositary, to another nominee
of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further, however, that
in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants
and the Working Capital Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof
until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating
whether the new Warrants must also bear a restrictive legend.
5.3 Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result
in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.
5.4 Service
Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.
5.5 Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and
the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the
Company for such purpose.
5.6 Transfer
of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the
Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange
of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants
included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer
of Warrants on and after the Detachment Date.
6. Redemption.
6.1 Redemption
of Warrants for Cash. Subject to Section 6.5 hereof, 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 notice to the Registered
Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.01 per Warrant; provided
that (a) the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof)
and (b) there is an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrants, and
a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below).
6.2 Redemption
of Warrants for Ordinary Shares. Subject to Section 6.5 hereof, 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
notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of
$0.10 per Warrant; provided that (i) the Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance
with Section 4 hereof) and (ii) if the Reference Value is less than $18.00 per share (subject to adjustment in compliance
with Section 4 hereof), the Private Placement Warrants and Working Capital Warrants are also concurrently called
for redemption on the same terms as the outstanding Public Warrants. During the 30-day Redemption Period in connection with a
redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless
basis” pursuant to subsection 3.3.1 and receive a number of Ordinary Shares determined by reference to the table
below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the
“Redemption Fair Market Value” (as such term is defined in this Section 6.2) (a “Make-Whole Exercise”).
Solely for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the volume
weighted average price of the Ordinary Shares for the ten (10) trading days immediately following the date on which notice of
redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant to
this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later than
one (1) Business Day after the ten (10) trading day period described above ends.
|
|
Redemption Fair Market Value of Class A Ordinary Shares
|
|
Redemption Date (period to expiration of warrants)
|
|
≤$10.00
|
|
|
$11.00
|
|
|
$12.00
|
|
|
$13.00
|
|
|
$14.00
|
|
|
$15.00
|
|
|
$16.00
|
|
|
$17.00
|
|
|
≥$18.00
|
|
60 months
|
|
|
0.261
|
|
|
|
0.280
|
|
|
|
0.297
|
|
|
|
0.311
|
|
|
|
0.324
|
|
|
|
0.337
|
|
|
|
0.348
|
|
|
|
0.358
|
|
|
|
0.361
|
|
57 months
|
|
|
0.257
|
|
|
|
0.277
|
|
|
|
0.294
|
|
|
|
0.310
|
|
|
|
0.324
|
|
|
|
0.337
|
|
|
|
0.348
|
|
|
|
0.358
|
|
|
|
0.361
|
|
54 months
|
|
|
0.252
|
|
|
|
0.272
|
|
|
|
0.291
|
|
|
|
0.307
|
|
|
|
0.322
|
|
|
|
0.335
|
|
|
|
0.347
|
|
|
|
0.357
|
|
|
|
0.361
|
|
51 months
|
|
|
0.246
|
|
|
|
0.268
|
|
|
|
0.287
|
|
|
|
0.304
|
|
|
|
0.320
|
|
|
|
0.333
|
|
|
|
0.346
|
|
|
|
0.357
|
|
|
|
0.361
|
|
48 months
|
|
|
0.241
|
|
|
|
0.263
|
|
|
|
0.283
|
|
|
|
0.301
|
|
|
|
0.317
|
|
|
|
0.332
|
|
|
|
0.344
|
|
|
|
0.356
|
|
|
|
0.361
|
|
45 months
|
|
|
0.235
|
|
|
|
0.258
|
|
|
|
0.279
|
|
|
|
0.298
|
|
|
|
0.315
|
|
|
|
0.330
|
|
|
|
0.343
|
|
|
|
0.356
|
|
|
|
0.361
|
|
42 months
|
|
|
0.228
|
|
|
|
0.252
|
|
|
|
0.274
|
|
|
|
0.294
|
|
|
|
0.312
|
|
|
|
0.328
|
|
|
|
0.342
|
|
|
|
0.355
|
|
|
|
0.361
|
|
39 months
|
|
|
0.221
|
|
|
|
0.246
|
|
|
|
0.269
|
|
|
|
0.290
|
|
|
|
0.309
|
|
|
|
0.325
|
|
|
|
0.340
|
|
|
|
0.354
|
|
|
|
0.361
|
|
36 months
|
|
|
0.213
|
|
|
|
0.239
|
|
|
|
0.263
|
|
|
|
0.285
|
|
|
|
0.305
|
|
|
|
0.323
|
|
|
|
0.339
|
|
|
|
0.353
|
|
|
|
0.361
|
|
33 months
|
|
|
0.205
|
|
|
|
0.232
|
|
|
|
0.257
|
|
|
|
0.280
|
|
|
|
0.301
|
|
|
|
0.320
|
|
|
|
0.337
|
|
|
|
0.352
|
|
|
|
0.361
|
|
30 months
|
|
|
0.196
|
|
|
|
0.224
|
|
|
|
0.250
|
|
|
|
0.274
|
|
|
|
0.297
|
|
|
|
0.316
|
|
|
|
0.335
|
|
|
|
0.351
|
|
|
|
0.361
|
|
27 months
|
|
|
0.185
|
|
|
|
0.214
|
|
|
|
0.242
|
|
|
|
0.268
|
|
|
|
0.291
|
|
|
|
0.313
|
|
|
|
0.332
|
|
|
|
0.350
|
|
|
|
0.361
|
|
24 months
|
|
|
0.173
|
|
|
|
0.204
|
|
|
|
0.233
|
|
|
|
0.260
|
|
|
|
0.285
|
|
|
|
0.308
|
|
|
|
0.329
|
|
|
|
0.348
|
|
|
|
0.361
|
|
21 months
|
|
|
0.161
|
|
|
|
0.193
|
|
|
|
0.223
|
|
|
|
0.252
|
|
|
|
0.279
|
|
|
|
0.304
|
|
|
|
0.326
|
|
|
|
0.347
|
|
|
|
0.361
|
|
18 months
|
|
|
0.146
|
|
|
|
0.179
|
|
|
|
0.211
|
|
|
|
0.242
|
|
|
|
0.271
|
|
|
|
0.298
|
|
|
|
0.322
|
|
|
|
0.345
|
|
|
|
0.361
|
|
15 months
|
|
|
0.130
|
|
|
|
0.164
|
|
|
|
0.197
|
|
|
|
0.230
|
|
|
|
0.262
|
|
|
|
0.291
|
|
|
|
0.317
|
|
|
|
0.342
|
|
|
|
0.361
|
|
12 months
|
|
|
0.111
|
|
|
|
0.146
|
|
|
|
0.181
|
|
|
|
0.216
|
|
|
|
0.250
|
|
|
|
0.282
|
|
|
|
0.312
|
|
|
|
0.339
|
|
|
|
0.361
|
|
9 months
|
|
|
0.090
|
|
|
|
0.125
|
|
|
|
0.162
|
|
|
|
0.199
|
|
|
|
0.237
|
|
|
|
0.272
|
|
|
|
0.305
|
|
|
|
0.336
|
|
|
|
0.361
|
|
6 months
|
|
|
0.065
|
|
|
|
0.099
|
|
|
|
0.137
|
|
|
|
0.178
|
|
|
|
0.219
|
|
|
|
0.259
|
|
|
|
0.296
|
|
|
|
0.331
|
|
|
|
0.361
|
|
3 months
|
|
|
0.034
|
|
|
|
0.065
|
|
|
|
0.104
|
|
|
|
0.150
|
|
|
|
0.197
|
|
|
|
0.243
|
|
|
|
0.286
|
|
|
|
0.326
|
|
|
|
0.361
|
|
0 months
|
|
|
—
|
|
|
|
—
|
|
|
|
0.042
|
|
|
|
0.115
|
|
|
|
0.179
|
|
|
|
0.233
|
|
|
|
0.281
|
|
|
|
0.323
|
|
|
|
0.361
|
|
The exact
Redemption Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair
Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number
of Ordinary Shares to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line interpolation
between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption
dates, as applicable, based on a 365- or 366-day year, as applicable.
The
share prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of
shares issuable upon exercise of a Warrant or the Warrant Price is adjusted pursuant to Section 4 hereof. If
the number of shares issuable upon exercise of a Warrant is adjusted pursuant to Section 4 hereof, the adjusted share
prices in the column headings shall equal the share prices immediately prior to such adjustment, multiplied by a fraction,
the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment
and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of
shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon
exercise of a Warrant. If the Warrant Price is adjusted, (a) in the case of an adjustment pursuant to Section 4.3.2
hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment
multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price and the
denominator of which is $10.00 and (b) in the case of an adjustment pursuant to Section 4.1.2 hereof, the adjusted
share prices in the column headings shall equal the share prices immediately prior to such adjustment less the decrease in
the Warrant Price pursuant to such Warrant Price adjustment. In no event shall the number of shares issued in connection with
a Make-Whole Exercise exceed 0.361 Ordinary Shares per Warrant (subject to adjustment).
6.3 Date
Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to redeem
all of the Warrants pursuant to Sections 6.1 or 6.2, 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 (such period, the “Redemption Period”) 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. As used in this Agreement, (a) “Redemption Price” shall mean the price per Warrant at which
any Warrants are redeemed pursuant to Sections 6.1 or 6.2 and (b) “Reference
Value” shall mean the last reported sales price of the Ordinary Shares for any twenty (20) trading days within
the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption
is given.
6.4 Exercise
After Notice of Redemption. The Warrants may be exercised for cash (or on a “cashless basis” in accordance
with Section 6.2 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant
to Section 6.3 hereof and prior to the Redemption Date. On and after the Redemption Date, the record holder of the Warrants
shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.
6.5 Exclusion
of Certain Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1 hereof shall
not apply to the Private Placement Warrants or Working Capital Warrants if at the time of the redemption such Private Placement
Warrants or Working Capital Warrants continue to be held by the Sponsor or any of its Permitted Transferees and (b) if the Reference
Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the redemption rights
provided in Section 6.2 hereof shall not apply to the Private Placement Warrants or Working Capital Warrants if at the
time of the redemption such Private Placement Warrants or Working Capital Warrants continue to be held by the Sponsor or any of
its Permitted Transferees. However, once such Private Placement Warrants or Working Capital Warrants are transferred (other than
to Permitted Transferees in accordance with Section 2.6 hereof), the Company may redeem the Private Placement Warrants
and Working Capital Warrants pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption
are met, including the opportunity of the holder of such Private Placement Warrants or Working Capital Warrants to exercise the
Private Placement Warrants and the Working Capital Warrants prior to redemption pursuant to Section 6.4 hereof. The Private
Placement Warrants and Working Capital Warrants that are transferred to persons other than Permitted Transferees shall upon such
transfer cease to be Private Placement Warrants or Working Capital Warrants and shall become Public Warrants under this Agreement.
7. Other
Provisions Relating to Rights of Holders of Warrants.
7.1 No
Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive
rights to vote or to consent or to receive notice as shareholders in respect of the general meeting or the appointment of directors
of the Company or any other matter.
7.2 Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and
the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case
of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant
so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.
7.3 Reservation
of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued
Ordinary Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.
7.4
Registration of Ordinary Shares; Cashless Exercise at Company’s Option.
7.4.1
Registration of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than fifteen
(15) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file
with the Commission a registration statement registering, under the Securities Act, the issuance of the Ordinary Shares issuable
upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective
and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration
of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective
by the 60th Business Day following the closing of the initial Business Combination, holders of the Warrants shall have the right,
during the period beginning on the 61st Business Day after the closing of the initial Business Combination and ending upon such
registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have
maintained an effective registration statement covering the Ordinary Shares issuable upon exercise of the Warrants, to exercise
such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities
Act (or any successor rule) or another exemption) for that number of Ordinary Shares equal to the lesser of (A) the quotient obtained
by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair
Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of
this subsection 7.4.1, “Fair Market Value” shall mean the volume weighted average price of the Ordinary Shares
as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received
by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless
exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the
“cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion
of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of
the Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is not required to be registered
under the Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under United States federal
securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor
rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection
7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company
shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection
7.4.1.
7.4.2 Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public 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 (or any successor rule), the Company may, at its option, require holders of Public Warrants who
exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9)
of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (i) in the event the Company so elects,
the Company shall not be required to file or maintain in effect a registration statement for the registration, under the Securities
Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary
or (ii) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify
for sale the Ordinary Shares issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence
of the exercising Public Warrant holder to the extent an exemption is not available.
8.
Concerning the Warrant Agent and Other Matters.
8.1
Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon
the Company or the Warrant Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of the Warrants, but
the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such Ordinary Shares.
8.2
Resignation, Consolidation, or Merger of Warrant Agent.
8.2.1
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may
resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice
in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise,
the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make
such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by
the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by
the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York
for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by
the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing
and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor
Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant
Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason
it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an
instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent
hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.
8.2.2 Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company
shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective
date of any such appointment.
8.2.3 Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with
which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be
a party shall be the successor Warrant Agent under this Agreement without any further act.
8.3
Fees and Expenses of Warrant Agent.
8.3.1 Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such
Warrant Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for
all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.
8.3.2 Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed,
executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required
by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.
8.4
Liability of Warrant Agent.
8.4.1 Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall
deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any
action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed
to be conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, President,
Executive Vice President, Vice President, Secretary or Chairman of the Board of the Company and delivered to the Warrant Agent.
The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.
8.4.2 Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct
or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including
judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement,
except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.
8.4.3
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement
or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not
be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant
Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible
for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such
adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation
of any Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares shall, when
issued, be valid and fully paid and non-assessable.
8.5
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees
to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company
with respect to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent
for the purchase of Ordinary Shares through the exercise of the Warrants.
8.6
Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind
(“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management
Trust Agreement, dated as of the date hereof, by and between the Company and 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.
The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust
Account.
9.
Miscellaneous Provisions.
9.1
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the
Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.
9.2
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent
or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery
or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed
(until another address is filed in writing by the Company with the Warrant Agent), as follows:
Aries I Acquisition Corporation
23 Lime Tree Bay, P.O. Box 1569
Grand Cayman, Cayman Islands KY-1110
Attention: Randy Brinkley
Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5)
days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with
the Company), as follows:
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, NY 10004
Attention: Compliance Department
in each case, with copies to:
Winston & Strawn
LLP
200 Park Avenue
New York, NY 10166
Attn: David A. Sakowitz,
Esq.
Email: dsakowitz@winston.com
and
Wells Fargo Securities,
LLC
New York, New York
10001
Attn: Equity Syndicate
Fax: (212) 214-5914
and
Kingswood Capital Markets
and
Proskauer Rose LLP
Eleven Times Square
New York, New York
10036
Attention Steven Burwell
Email: SBurwell@proskauer.com
9.3
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall
be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would
result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding
or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the
State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive 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 suits 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 of America are the sole and exclusive forum.
9.4
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or
give to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy,
or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants,
conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the
parties hereto and their successors and assigns and of the Registered Holders of the Warrants.
9.5
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times
at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder
of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant
Agent.
9.6
Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but
one and the same instrument.
9.7
Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement
and shall not affect the interpretation thereof.
9.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of
curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing
any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or
desirable and that the parties deem shall not adversely affect the interest of the Registered Holders, and (ii) to provide
for the delivery of Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including any
modification or amendment to increase the Warrant Price or shorten the Exercise Period shall require the vote or written
consent of the Registered Holders of 50% of the number of the then outstanding Public Warrants and, solely with respect to
any amendment to the terms of the Private Placement Warrants or Working Capital Warrants or any provision of this Agreement
with respect to the Private Placement Warrants or Working Capital Warrants, 50% of the number of then outstanding Private
Placement Warrants and Working Capital Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or
extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent
of the Registered Holders.
9.9
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term
or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof.
Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added
as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be
valid and enforceable.
[Signature
Page Follows]
IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the date first above written.
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ARIES I ACQUISITION CORPORATION
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By:
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Name: Randy Brinkley
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Title: Chief Executive Officer
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
as Warrant Agent
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By:
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Name:
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Title: Vice President
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[Signature Page to 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
ARIES I ACQUISITION CORPORATION
Incorporated Under the Laws of the Cayman
Islands
CUSIP ______
Warrant Certificate
This Warrant
Certificate certifies that ________________, or registered assigns, is the registered holder of warrant(s) evidenced hereby
(the “Warrants” and each, a “Warrant”) to purchase Class A Ordinary Shares,
$0.0001 par value per share (the “Ordinary Shares”), of Aries I Acquisition Corporation, a Cayman Islands
exempted company (the “Company”). Each whole 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
Ordinary Shares as set forth below, at the exercise price (the “Warrant 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 Warrant Price
at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement.
Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.
Each whole Warrant
is initially exercisable for one fully paid and non-assessable Ordinary Share. No fractional shares will be issued upon exercise
of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share,
the Company will, upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant
holder. The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain
events set forth in the Warrant Agreement.
The initial Warrant
Price per Ordinary Share for any Warrant is equal to $11.50 per share. The Warrant 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. The Warrants may be redeemed, subject to certain conditions,
as set forth in the Warrant Agreement.
Reference is hereby
made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for
all purposes have the same effect as though fully set forth at this place.
This Warrant Certificate
shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.
This Warrant Certificate
shall be governed by and construed in accordance with the internal laws of the State of New York.
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ARIES I ACQUISITION CORPORATION
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By:
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Name:
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Title:
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CONTINENTAL STOCK TRANSFER & TRUST
COMPANY,
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as Warrant Agent
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By:
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Name:
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Title:
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[Form of Warrant Certificate]
[Reverse]
The Warrants evidenced
by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary
Shares 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, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained
by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein
shall have the meanings given to them in the Warrant Agreement.
Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.
Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration
statement covering the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder
relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.
The Warrant Agreement
provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants set forth
on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be
entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole
number of Ordinary Shares to be issued to the holder of the Warrant.
Warrant Certificates,
when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by
legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of
like tenor evidencing in the aggregate a like number of Warrants.
Upon due presentation
for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange
for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or
other governmental charge imposed in connection therewith.
The Company and the
Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution
to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of
the Company.
Election to Purchase
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive _____ Ordinary Shares and herewith
tenders payment for such Ordinary Shares to the order of Aries I Acquisition Corporation (the “Company”)
in the amount of $_____________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary
Shares be registered in the name of _____________, whose address is _____________and that such Ordinary Shares be delivered to
_____________, whose address is _______________. If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable
hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be
registered in the name of ___________________, whose address is _______________ and that such Warrant Certificate be delivered
to _______________, whose address is _______________.
In the event that the
Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof
elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, as applicable.
In the event that the
Warrant is a Private Placement Warrant or a Working Capital Warrant that is to be exercised on a “cashless basis” pursuant
to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall
be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.
In the event that the
Warrant is to be exercised on a “cashless basis” pursuant to Section 7.4 of the Warrant Agreement, the
number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the
Warrant Agreement.
In the event that the
Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary
Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement
which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant
Agreement, to receive Ordinary Shares. If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder
(after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining
balance of such Ordinary Shares be registered in the name of ________________, whose address is________________ and that such Warrant
Certificate be delivered to ________________, whose address is ________________.
[Signature Page Follows]
Date: ____________, 20___
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Signature
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(Address)
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(Tax Identification Number)
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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 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR
ANY SUCCESSOR RULE)).
EXHIBIT
B
LEGEND
“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER
DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ARIES I ACQUISITION CORPORATION (THE “COMPANY”), ARIES ACQUISITION PARTNERS,
LTD. AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE
DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION
3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT)
WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.
SECURITIES EVIDENCED BY THIS CERTIFICATE
AND CLASS A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER
A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”
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200 Park Avenue
New York, NY 10166
T +1 212 294 6700
F +1 212 294 4700
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EXHIBIT 5.1
May 11, 2021
Aries I Acquisition Corporation
23 Lime Tree Bay P.O. Box 1569
Grand Cayman, Cayman Islands, KY-1110
Re: Form S-1 Registration
Statement
Ladies and Gentlemen:
We have acted as special
counsel to Aries I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), in connection
with the preparation of the Company’s registration statement on Form S-1 initially filed with the U.S. Securities and Exchange
Commission (the “Commission”) on March 3, 2021 (the “Registration Statement”), under the
Securities Act of 1933, as amended (the “Securities Act”).
The Registration Statement
relates to the registration of the offer and sale of up to 14,375,000 Units of the Company (the “Units”) (including
up to 1,875,000 Units subject to the Underwriters’ (as defined below) over-allotment option), with each Unit consisting of
(i) one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”
and the Class A Ordinary Shares underlying the Units, the “Shares”), for an aggregate of up to 14,375,000 Shares
(including up to 1,875,000 Shares included in the Units subject to the Underwriters’ over-allotment option) and (ii) one-half
of one redeemable warrant (a “Warrant”), with each whole Warrant entitling the holder to purchase one Class
A Ordinary Share, for an aggregate of up to 6,250,000 Warrants (including up to 7,187,500 Warrants included in the Units subject
to the Underwriters’ over-allotment option) to be issued under a Warrant Agreement (the “Warrant Agreement”)
to be entered into by the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, pursuant to the terms of
an underwriting agreement (the “Underwriting Agreement”) to be executed by the Company and Wells Fargo Securities,
LLC and Kingswood Capital Markets, as representatives of the underwriters named therein (the “Underwriters”).
This opinion letter
is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.
In rendering the opinions
set forth below, we examined and relied upon such certificates, corporate records, agreements, instruments and other documents,
and examined such matters of law, that we considered necessary or appropriate as a basis for the opinions. In rendering the opinions
set forth below, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction,
of the Registration Statement, the Underwriting Agreement and such other documents as we have deemed necessary or appropriate as
a basis for the opinions set forth below. In our examination, we have assumed the legal capacity of all natural persons, 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 certified or photostatic copies, the authenticity of the originals of such latter documents, that
all parties to such documents had the power, corporate or other, to enter into and perform all obligations thereunder and all such
documents have been duly authorized by all requisite action, corporate or other, and duly executed and delivered by all parties
thereto. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied
upon oral or written statements and representations of officers and other representatives of the Company and others. In rendering
the opinions set forth below, we have further assumed that, before the issuance of the Units, the Shares and the Warrants, (i)
the Registration Statement will have become effective under the Securities Act and (ii) the conditions to consummating the transactions
contemplated by the Underwriting Agreement will have been satisfied or duly waived and such transactions are consummated.
May 11, 2021
Page 2 of 2
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200 Park Avenue
New York, NY 10166
T +1 212 294 6700
F +1 212 294 4700
|
Based upon the foregoing
and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that:
1. When
the Units are delivered to the Underwriters against payment of the agreed consideration therefor in accordance with the Underwriting
Agreement, each Unit will be a valid and binding agreement of the Company, enforceable against the Company in accordance with
its terms.
2. When
the Units are delivered to the Underwriters against payment of the agreed consideration therefor in accordance with the Underwriting
Agreement, each Warrant included in the Units will be a valid and binding agreement of the Company, enforceable against the Company
in accordance with its terms.
The opinions expressed
herein are based upon and limited to the laws of the State of New York. We express no opinion herein as to any other laws, statutes,
regulations or ordinances. The opinions expressed herein that are based on the laws of the State of New York are limited to the
laws generally applicable in transactions of the type covered by the Registration Statement.
We hereby consent to
the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption
“Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not thereby
admit that we are experts within the meaning of the Securities Act or the rules and regulations of the Commission or that this
consent is required by Section 7 of the Securities Act.
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Very truly yours,
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/s/ Winston & Strawn LLP
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Exhibit 5.2
Aries I Acquisition Corporation
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D +1 345 815 1877
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Governors Square, 2nd Floor, 23 Lime
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E bradley.kruger@ogier.com
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tree Bay Avenue, P.O. Box 1569, Grand
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Cayman, KY1-1110, Cayman Islands
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Reference: 427594.00001
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11 May 2021
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Dear Sirs
Aries I Acquisition Corporation (the Company)
We have been requested to provide
you with an opinion on matters of Cayman Islands law in connection with the Company’s registration statement on Form S-1,
including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission under the United
States Securities Act of 1933 (the Act), as amended, (including its exhibits, the Registration Statement) related
to the offering and sale of:
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(a)
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up to 12,500,000 units (together, the Units), each Unit consisting of one Class A Ordinary
Share of the Company with a par value of US$0.0001 each (the Ordinary Shares) and one-half of one redeemable warrant, each
whole warrant entitled to purchase one Ordinary Share (the Warrants);
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(b)
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up to 1,875,000 Units (the Over-Allotment Units), which the several underwriters, for whom
Wells Fargo Securities, LLC and Kingswood Capital Markets act as representatives, will have a right to purchase from the Company
to cover over-allotments, if any;
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(c)
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all Ordinary Shares and all Warrants issued as part of the Units and the Over-Allotment Units;
and
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(d)
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all Ordinary Shares that may be issued upon exercise of the Warrants included in the Units and
the Over-Allotment Units.
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Ogier
89 Nexus Way
Camana Bay
Grand Cayman, KY1-9009
Cayman Islands
T +1 345 949 9876
F +1 345 949
9877
ogier.com
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A list of Partners may be inspected on our website
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This opinion letter is given in accordance with the
terms of the Legal Matters section of the Registration Statement.
A reference to a Schedule is a reference to a schedule
to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.
For the purposes of giving
this opinion, we have examined the corporate and other documents and conducted the searches listed in Schedule 1. We have not made
any searches or enquiries concerning, and have not examined any documents entered into by or affecting the Company or any other
person, save for the searches, enquiries and examinations expressly referred to in Schedule 1.
In giving this opinion we have
relied upon the assumptions set forth in Schedule 2 without having carried out any independent investigation or verification in
respect of those assumptions.
On the basis of the examinations
and assumptions referred to above and subject to the qualifications set forth in Schedule 3 and the limitations set forth below,
we are of the opinion that:
Corporate status
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(a)
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The Company has been duly incorporated as an exempted company with limited liability and is validly
existing and in good standing with the Registrar of Companies of the Cayman Islands (Registrar).
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Corporate power
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(b)
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The Company has all requisite power under its Memorandum
and Articles of Association (as defined in Schedule 1) to issue the Ordinary Shares (including the issuance of the Ordinary Shares
upon the exercise of the Warrants in accordance with the Warrant Documents (as defined in Schedule 1)), to execute and deliver
the Documents (as defined in Schedule 1) and to perform its obligations, and exercise its rights, under such documents.
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Corporate authorisation
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(c)
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The Company has taken all requisite corporate action
to authorise:
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(i)
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the issue of the Ordinary Shares (including the issue of the Ordinary Shares
upon the exercise of the Warrants in accordance with the Warrant Documents); and
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(ii)
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the execution and delivery of the Documents and the performance of its obligations,
and the exercise of its rights, under such documents.
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Shares
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(d)
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The Ordinary Shares to be offered and issued by the Company
as contemplated by the Registration Statement (including the issuance of the Ordinary Shares upon the exercise of the Warrants
in accordance with the Warrant Documents), when issued by the Company upon:
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(i)
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payment in full of the consideration as set out in the Registration Statement
and in accordance with the terms set out in the Registration Statement (including the issuance of the Ordinary Shares upon the
exercise of the Warrants in accordance with the Warrant Documents) and in accordance with the Memorandum and Articles of Association;
and
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(ii)
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the entry of those Ordinary Shares as fully paid on the register of members
of the Company, shall be validly issued, fully paid and non-assessable.
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Enforceability
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(e)
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Once the Documents have been executed and delivered by
the Company in accordance with the authorisations contained in the Board Resolutions (as defined in Schedule 1), the Documents
shall be duly executed and delivered on behalf of the Company and shall constitute the legal, valid and binding obligations of
the Company enforceable in accordance with their terms.
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We offer no opinion:
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(a)
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as to any laws other than the laws of the Cayman Islands, and we have not,
for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to
the meaning, validity, or effect of references in the Documents to statutes, rules, regulations, codes or judicial authority of
any jurisdiction other than the Cayman Islands;
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(b)
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except to the extent that this opinion expressly provides otherwise, as to
the commercial terms of, or the validity, enforceability or effect of the documents reviewed (or as to how the commercial terms
of such documents reflect the intentions of the parties), the accuracy of representations,
the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts
or inconsistencies among the documents and any other agreements into which the Company may have entered or any other documents;
or
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(c)
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as to whether the acceptance, execution or performance
of the Company’s obligations under the documents reviewed by us will result in the breach of or infringe any other agreement,
deed or document (other than the Company’s Memorandum and Articles of Association) entered into by or binding on the Company.
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5
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Governing law of this opinion
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(a)
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governed by, and shall be construed in accordance with, the laws of the Cayman Islands;
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(b)
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limited to the matters expressly stated in it; and
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(c)
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confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date
of this opinion.
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5.2
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Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference
to that legislation as amended to, and as in force at, the date of this opinion.
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6.1
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We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We
also consent to the reference to this firm in the Registration Statement under the heading “Legal Matters”.
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Yours faithfully
Ogier
SCHEDULE 1
Documents examined
Corporate and other documents
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1
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The Certificate of Incorporation of the Company dated 15 January 2021 issued by the Registrar.
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2
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The amended and restated memorandum of association of the Company passed by special resolution
dated 19 January 2021 (the Memorandum).
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3
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The articles of association of the Company filed with the Registrar on 15 January 2021 (Articles
of Association).
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4
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A Certificate of Good Standing dated 10 May 2021 (Good Standing Certificate) issued by the
Registrar in respect of the Company.
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5
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A certificate dated on the date hereof as to certain matters of fact signed by a director of the
Company in the form annexed hereto (the Director’s Certificate), having attached to it a copy of written resolutions
of the directors of the Company passed on 8 March 2021 (the
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Board Resolutions).
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6
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The Register of Writs at the office of the Clerk of Courts in the Cayman Islands as inspected by
us on 10 May 2021 (Register of Writs).
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7
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The Registration Statement.
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8
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A draft of the form of the unit certificate representing the Units and the Over-Allotment Units
(the Unit Certificates).
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9
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A draft specimen certificate for Ordinary Shares (the Share Certificates).
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10
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A draft of the form of the warrant agreement and the warrant certificate constituting the Warrants
(the Warrant Documents and, together with the Unit Certificates and the Share Certificates, the Documents).
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SCHEDULE 2
Assumptions
Assumptions of general application
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1
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All original documents examined by us are authentic and complete.
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2
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All copy documents examined by us (whether in facsimile, electronic or other form) conform to the
originals and those originals are authentic and complete.
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3
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All signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine.
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4
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Each of the Good Standing Certificate and the Director’s Certificate is accurate and complete
as at the date of this opinion.
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5
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Where any Document has been provided to us in draft or undated form, that Document has been executed
by all parties in materially the form provided to us and, where we have been provided with successive drafts of a Document marked
to show changes from a previous draft, all such changes have been accurately marked.
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Status, authorisation and execution
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6
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Each of the parties to the Documents other than the Company is duly incorporated, formed or organised
(as applicable), validly existing and in good standing under all relevant laws.
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7
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Each Document has been duly authorised, executed and unconditionally delivered by or on behalf
of all parties to it in accordance with all applicable laws (other than, in the case of the Company, the laws of the Cayman Islands).
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8
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In authorising the execution and delivery of the Documents by the Company, the exercise of its
rights and performance of its obligations under the Documents, each of the directors of the Company has acted in good faith with
a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him
or her.
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9
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Each Document has been duly executed and unconditionally delivered by the Company in the manner
authorised in the Board Resolutions.
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Enforceability
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10
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Each Document is legal, valid, binding and enforceable against all relevant parties in accordance
with its terms under the laws of the jurisdiction specified in such Document to be the governing law of that Document and all other
relevant laws (other than, in the case of the Company, the laws of the Cayman Islands).
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11
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If an obligation is to be performed in a jurisdiction outside the Cayman Islands, its performance
will not be contrary to an official directive, impossible or illegal under the laws of that jurisdiction.
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12
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No moneys paid to or for the account of any party under the Documents represent, or will represent,
criminal property or terrorist property (as defined in the Proceeds of Crime Act (Revised), and the Terrorism Act (Revised) respectively).
None of the parties to the Documents is acting or will act in relation to the transactions contemplated by the Documents, in a
manner inconsistent with United Nations sanctions or measures extended by statutory instrument to the Cayman Islands by order of
Her Majesty in Council.
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13
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None of the opinions expressed herein will be adversely affected by the laws or public policies
of any jurisdiction other than the Cayman Islands. In particular, but without limitation to the previous sentence:
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(a)
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the laws or public policies of any jurisdiction other than the Cayman Islands will not adversely
affect the capacity or authority of the Company; and
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(b)
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neither the execution or delivery of the Documents nor the exercise by any party to the Documents
of its rights or the performance of its obligations under them contravene those laws or public policies.
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14
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There are no agreements, documents or arrangements (other than the documents expressly referred
to in this opinion as having been examined by us) that materially affect or modify the Documents or the transactions contemplated
by them or restrict the powers and authority of the Company in any way.
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15
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None of the transactions contemplated by the Documents relate to any shares, voting rights or other
rights (Relevant Interests) that are subject to a restrictions notice issued pursuant to the Companies Act (Revised) (Companies
Act) of the Cayman Islands (a Restrictions Notice).
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Share Issuance
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16
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The Ordinary Shares shall be issued at an issue price in excess of the par value thereof.
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17
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The draft amended and restated articles of association appended to the Registration Statement will
be adopted by the Company in accordance with the Articles of Association prior to the date that any Units, Ordinary Shares, Warrants
or Over-Allotment Units are issued by the Company.
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SCHEDULE 3
Qualifications
Good Standing
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1
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Under the Companies Act (Revised) of the Cayman Islands annual returns in respect of the Company
must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay annual
filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial
Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands.
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2
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In good standing means only that as of the date of the Good Standing Certificate the Company
is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into
the Company's good standing with respect to any filings or payment of fees, or both, that it may be required to make under the
laws of the Cayman Islands other than the Companies Act.
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Limited liability
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3
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We are not aware of any Cayman Islands authority as to when the courts would set aside the limited
liability of a shareholder in a Cayman Islands company. Our opinion on the subject is based on the Companies Act of the Cayman
Islands and English common law authorities, the latter of which are persuasive but not binding in the courts of the Cayman Islands.
Under English authorities, circumstances in which a court would attribute personal liability to a shareholder are very limited,
and include: (a) such shareholder expressly assuming direct liability (such as a guarantee); (b) the company acting as the agent
of such shareholder; (c) the company being incorporated by or at the behest of such shareholder for the purpose of committing or
furthering such shareholder’s fraud, or for a sham transaction otherwise carried out by such shareholder. In the absence
of these circumstances, we are of the opinion that a Cayman Islands’ court
would have no grounds to set aside the limited liability of a shareholder.
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Non-Assessable
|
4
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In this opinion letter, the phrase “non-assessable” means, with respect to the Ordinary
Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional
assessments or calls on the Ordinary Shares by the Company or its creditors (except in exceptional circumstances, such as involving
fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may
be prepared to pierce or lift the corporate veil).
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Register of Writs
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5
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Our examination of the Register of Writs cannot conclusively reveal whether or not there is:
|
|
(a)
|
any current or pending litigation in the Cayman Islands against the Company; or
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(b)
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any application for the winding up or dissolution of the Company or the appointment of any liquidator
or trustee in bankruptcy in respect of the Company or any of its assets, as notice of these matters
might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter
or the matter itself may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have
not conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.
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Enforceability
|
6
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In this opinion, the term “enforceable” means that the relevant obligations are of
a type that the courts of the Cayman Islands will ordinarily enforce, but it does not mean that those obligations will necessarily
be enforced in all circumstances in accordance with their terms. In particular, but without limitation:
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|
(a)
|
enforcement may be limited by insolvency or similar laws affecting the rights of creditors;
|
|
(b)
|
enforcement may be limited by general principles of equity. In particular, equitable remedies,
such as specific performance and injunction, will only be granted by a court in its discretion and may not be available where the
court considers damages to be an adequate remedy;
|
|
(c)
|
a claim may be barred by statutes of limitation, or it may be or become subject to defences of
set-off, abatement, laches or counterclaim and the doctrines of estoppel, waiver, election, forbearance or abandonment;
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|
(d)
|
a court may refuse to allow unjust enrichment;
|
|
(e)
|
a person who is not a party to a Document that is governed by Cayman Islands law may not have the
benefit of and may not be able to enforce its terms except to the extent that the relevant Document expressly provides that the
third party may, in its own right, enforce such rights (subject to and in accordance with the Contracts (Rights of Third Parties)
Act, 2014;
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(f)
|
enforcement of an obligation of a party under a Document may be invalidated or vitiated by reason
of fraud, duress, misrepresentation or undue influence or it may be limited by Cayman Islands law dealing with frustration of contracts;
|
|
(g)
|
a provision of a Document that fetters any statutory power of a Cayman Islands’ company,
such as a provision restricting the company’s power to commence its winding up, to alter its memorandum and articles of association
or to increase its share capital, may not be enforceable;
|
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(h)
|
the effectiveness of a provision in a Document releasing a party from a liability or duty otherwise
owed may be limited by law;
|
|
(i)
|
a court will not enforce a provision of a Document to the extent that it may be illegal or contrary
to public policy in the Cayman Islands or purports to bar a party unconditionally from, seeking any relief from the courts of the
Cayman Islands or any other court or tribunal chosen by the parties;
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(j)
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a provision of a Document that is construed as being penal in nature, in that it provides that
a breach of a primary obligation results in a secondary obligation that imposes a detriment on the contract-breaker out of all
proportion to any legitimate interest of the innocent party in the enforcement of the primary obligation, will not be enforceable
(and we express no opinion as to whether such a provision is proportionate);
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(k)
|
a court may refuse to give effect to a provision in a Document (including a provision that relates
to contractual interest on a judgment debt) that it considers usurious;
|
|
(l)
|
a court may not enforce a provision of a Document to the extent that the transactions contemplated
by it contravene economic or other sanctions imposed in respect of certain states or jurisdictions by a treaty, law, order or regulation
applicable to the Cayman Islands;
|
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(m)
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a court may refuse to give effect to a provision in a Document that involves the enforcement of
any foreign revenue or penal laws;
|
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(n)
|
where a contract provides for the payment of legal fees and expenses incurred by a party to that
contract in enforcing the contract, a party who succeeds in enforcing the contract is entitled to recover by court judgment the
amount of the legal fees and expenses found to be due under the terms of the contract. In all other cases, costs of legal proceedings
can only be recovered from another party to the proceedings by a court order, which is a matter for the discretion of the court,
and such costs are liable to taxation (assessment by the court); and
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(o)
|
enforcement may be prohibited or otherwise prejudiced if a Relevant Interest is subject to a Restrictions
Notice.
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7
|
A court may determine in its discretion the extent of enforceability of a provision of a Document
that provides for or requires, as the case may be:
|
|
(a)
|
severability of any provision of the Documents held to be illegal or unenforceable;
|
|
(b)
|
any calculation, determination or certificate to be conclusive or binding, including if that calculation,
determination or certificate is fraudulent or manifestly inaccurate or has an unreasonable or arbitrary basis;
|
|
(c)
|
the vesting in a party of a discretion or of a power to determine a matter in its opinion, if that
discretion is exercised unreasonably or the opinion is not based on reasonable grounds; or
|
|
(d)
|
written amendments or waivers of the Documents, if a purported amendment or waiver is effected
by oral agreement or course of conduct, and we express no opinion on any provisions of that
type.
|
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8
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The law of the Cayman Islands may not recognise a difference between negligence and gross negligence.
|
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9
|
Where any Document is dated “as of” a specific date, although the parties to that Document
have agreed between themselves that, as a matter of contract and to the extent possible, their rights and obligations under it
take effect from a date prior to the date of execution and delivery, the Document still comes into effect on the date it is actually
executed and delivered. Rights of third parties under that Document also take effect from the date the Document is actually executed
and delivered, rather than the “as of” date.
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Exhibit 10.1
May [•], 2021
Aries I Acquisition Corporation
23 Lime Tree Bay, P.O. Box 1569
Grand Cayman, Cayman Islands KY-1110
Re: Initial Public Offering
Ladies and Gentlemen:
This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement
(the “Underwriting Agreement”) entered into by and among Aries I Acquisition Corporation, a Cayman Islands
exempted company (the “Company”), and Wells Fargo Securities,
LLC, and Kingswood Capital Markets as representatives (the “Representative”) of the several
underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of up to
14,375,000 of the Company’s units (including up to 1,875,000 units that may be purchased to cover over-allotments, if any)
(the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per
share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a
“Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per
share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering
pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company
with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have
the Units listed on the Nasdaq Stock 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 Aries Acquisition Partners, Ltd. (the “Sponsor”)
and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each
of the undersigned individuals, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:
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1.
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The Sponsor and each Insider agrees that if the Company seeks shareholder approval of a proposed
Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any Ordinary Shares
(as defined below) owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any Ordinary Shares
owned by it, him or her in connection with such shareholder approval. If the Company seeks to consummate a proposed Business Combination
by engaging in a tender offer, the Sponsor and each Insider agrees that it, he or she will not sell or tender any Ordinary Shares
owned by it, him or her in connection therewith.
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2.
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The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a
Business Combination within 12 months (or up to 18 months if we extend the period of time to consummate a business combination) from
the closing of the Public Offering, or such later period approved by the Company’s shareholders in accordance with the
Company’s amended and restated memorandum and articles of association (as it may be amended from time to time, 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 ten (10) business
days thereafter, redeem 100% of the Class A Ordinary Shares sold as part of the Units in the Public Offering (the
“Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account (as defined below), including interest earned on the funds held in the Trust Account (which interest shall be
net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering
Shares, which redemption will completely extinguish all Public Shareholders’ (as defined below) rights as shareholders
(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 shareholders and the Company’s board of directors,
dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to
provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider
agrees to not propose any amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to allow
redemption in connection with our initial business combination or to redeem 100% of the Offering Shares if the Company does not
complete a Business Combination within the required time period set forth in the Charter or (B) with respect to any other material
provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides its
Public Shareholders with the opportunity to redeem their Offering Shares upon approval of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest 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.
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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 Ordinary Shares held by it, him or her, if any, any redemption
rights it, he or she may have in connection with (a) the consummation of a Business Combination, including, without limitation,
any such rights available in the context of a shareholder vote to approve such Business Combination, or (b) a shareholder vote
to approve an amendment to the Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with our initial business combination or to redeem 100% of the Offering Shares if the Company has not consummated
a Business Combination within the time period set forth in the Charter or (B) with respect to any other material provisions relating
to shareholders’ rights or pre-initial Business Combination activity or in the context of a tender offer made by the Company
to purchase Offering Shares (although 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).
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3.
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During the period commencing on the effective date of the Underwriting Agreement and ending 180
days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representatives, (i) sell,
offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to
dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the rules and regulations of the Commission promulgated thereunder, with respect to, any Units, Ordinary Shares (including,
but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary
Shares owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of any Units, Ordinary Shares (including, but not limited to, Founder Shares), Warrants
or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to
effect any transaction specified in clause (i) or (ii). Each of the Sponsor, directors and officers acknowledges and agrees that,
prior to the effective date of any release or waiver, of the restrictions set forth in this paragraph 3 or paragraph 7 below, the
Company shall announce the impending release or waiver by press release through a major news service at least two business days
before the effective date of the release or waiver. Any release or waiver granted shall only be effective two business days after
the publication date of such press release. The provisions of this paragraph will not apply to any transfer permitted under
paragraph 7(c) hereof or if the release or waiver is effected solely to permit a transfer not for consideration and the transferee
has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that
such terms remain in effect at the time of the transfer.
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4.
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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 (x) shall 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 taxes payable, (y) shall 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) shall
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.
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5.
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To the extent that the Underwriters do not exercise their over-allotment option to purchase up
to an additional 1,875,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), the
Initial Shareholders agree to forfeit, at no cost, a number of Founder Shares, to be split pro rata between them based on the number
of Founder Shares they hold upon the consummation of the Public Offering, equal to 468,750 multiplied by a fraction, (i) the numerator
of which is 1,875,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option,
and (ii) the denominator of which is 1,875,000. The forfeiture will be adjusted to the extent that the over-allotment option is
not exercised in full by the Underwriters so that the Founder Shares will represent an aggregate of 20.0% of the Company’s
issued and outstanding Class A Ordinary Shares after the Public Offering (not including Class A Ordinary Shares underlying the
Private Placement Warrants (as defined below)). The Initial Shareholders further agree that to the extent that the size of the
Public Offering is increased or decreased, the Company will purchase or sell Units or effect a share repurchase or share capitalization,
as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership of the
Initial Shareholders prior to the Public Offering at 20.0% of its issued and outstanding Capital Shares upon the consummation of
the Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the references to
1,875,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number
equal to 15% of the number of Public Shares included in the Units issued in the Public Offering and (B) the reference to 468,750
in the formula set forth in the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Initial
Shareholders would have to surrender to the Company in order for the Initial Shareholders to hold an aggregate of 20.0% of the
Company’s issued and outstanding Class A Ordinary Shares after the Public Offering (not including Class A Ordinary Shares
underlying the Warrants or Private Placement Warrants).
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6.
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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, 5, 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.
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7.
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(a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares
(or any Class A Ordinary Shares issuable upon conversion thereof) until the earlier of (A) one year after the completion of the
Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Class
A Ordinary 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 commencing at least 150 days after the Company’s initial
Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction
that results in all of the Company’s Public Shareholders having the right to exchange their shares of Class A Ordinary Shares
for cash, securities or other property (the “Founder Shares Lock-up Period”).
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(b) The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or any Class A Ordinary
Shares underlying 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 the Class A Ordinary Shares underlying the Private Placement Warrants 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, associate or family member of any of the Company’s officers or directors, any affiliate of the
Sponsor or to any members of the Sponsor or any of their affiliates or family members or to any employee of any such affiliate;
(b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is
such person or a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c)
in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual,
pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase
agreement or similar arrangement or in connection with the consummation of a business combination at prices no greater than the
price at which the shares or warrants were originally purchased; (f) by virtue of the laws of the Cayman Islands or the Sponsor’s
limited liability partnership agreement upon dissolution of the Sponsor; (g) in the event of the Company’s liquidation prior
to the consummation of its initial business combination; (h) in the event that, subsequent to the Company’s consummation
of an initial business combination, the Company completes a liquidation, merger, share exchange or other similar transaction which
results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other
property.
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8.
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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. The Sponsor and each Insider’s questionnaire furnished to the Company is
true and accurate in all respects. The Sponsor and each Insider represents and warrants that: it, he or she is not subject to or
a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from
any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded
guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or
(iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.
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9.
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Except as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of
the Sponsor or any officer, nor any director 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 $300,000 made to
the Company by the Sponsor; payment to the Sponsor for certain office space, utilities, secretarial and administrative support
services as may be reasonably required by the Company for a total of $10,000 per month; 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 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. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at
the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability
and exercise period.
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10.
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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.
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11.
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As used herein, (i) “Business Combination” shall mean a merger, share
exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more
businesses; (ii) “Ordinary Shares” shall mean the Class A Ordinary Shares and Class B ordinary shares,
par value $0.0001 per share (the “Class B Ordinary Shares”); (iii) “Founder Shares”
shall mean the 3,593,750 Class B Ordinary Shares issued and outstanding (up to 468,750 of which are subject to complete or partial
forfeiture if the over-allotment option is not exercised by the Underwriters); (iv) “Initial Shareholders”
shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall
mean the 4,050,000 warrants (or 4,237,500 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed
to purchase for an aggregate purchase price of $4,050,000 (or $4,237,500 if the over-allotment option is exercised in full), or
$1.00 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public
Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account”
shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement
Warrants shall be deposited; and (viii) “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).
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12.
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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.
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13.
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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.
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14.
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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.
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15.
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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.
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16.
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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.
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17.
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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.
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18.
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This Letter Agreement shall be governed by and construed and enforced in accordance with the laws
of the State of New York. 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.
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19.
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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.
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20.
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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 December 31, 2021; provided further that paragraph 4 of this Letter Agreement
shall survive such liquidation.
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[Signature Page Follows]
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ARIES ACQUISITION PARTNERS, LTD.
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By:
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Name:
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Title: Manager
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Acknowledged and Agreed:
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ARIES I ACQUISITION CORPORATION
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By:
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Name: Randy Brinkley
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Title: Chief Executive Officer
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[Signature Page to Letter Agreement]
Exhibit 10.2
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Investment Management
Trust Agreement (this “Agreement”) is made effective as of May [•], 2021 by and between Aries
I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer
& Trust Company, a New York corporation (the “Trustee”).
WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-253806 (the “Registration Statement”) and prospectus
(the “Prospectus”) for the initial public offering (the “Offering”) of the
Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value
$0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, 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 Wells Fargo Securities, LLC and Kingswood Capital Markets,
as representatives (the “Representatives”) of the several underwriters (the
“Underwriters”) named therein; and
WHEREAS,
as described in the Prospectus, $125,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as
defined in the Underwriting Agreement) (or $14,375,000 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, the holders of the
Ordinary Shares included in the Units issued in the Offering and the Underwriters as hereinafter provided (the amount to be delivered
to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders, the Company and the Underwriters will be referred to together as the “Beneficiaries”);
and
WHEREAS, pursuant to
the Underwriting Agreement, a portion of the Property equal to $5,625,000, or $6,468,000 if the Underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company
to the Underwriters upon and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and
WHEREAS, the Company
and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold
the Property.
NOW THEREFORE, IT IS
AGREED:
1.
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:
(a)
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee in the United States at J.P. Morgan Chase Bank, N.A. (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 solely 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 185
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; it being understood that the Trust Account will earn no interest while account funds
are uninvested awaiting the Company’s instructions hereunder and 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 Representatives of all communications received by the Trustee with respect to any Property
requiring action by the Company;
(f)
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection
with the Company’s preparation of the tax returns relating to assets held in the Trust Account;
(g)
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as
and when instructed by the Company to do so;
(h)
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all
receipts and disbursements of the Trust Account;
(i) Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with the terms of, a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer,
President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the
“Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged
and agreed to by the Representatives, and complete the liquidation of the Trust Account and distribute the Property in the Trust
Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and, in the
case of Exhibit B, up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and
the other documents referred to therein, or (y) upon the date which is the later of (1) 12 months (or up to 18 months if we extend
the period of time to consummate a business combination) after the closing of the Offering and (2) such later date as may be
approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of
association if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall
be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in
the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable
and up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders 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 to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation
owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall
be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward
such payment to the relevant taxing authority so long as there is no reduction in the principal amount initially deposited in the
Trust Account; 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 (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 Tax Payment Withdrawal Instruction 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 “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute
to the Public Shareholders on behalf of the Company the amount requested by the Company to be used to redeem Ordinary Shares from
Public Shareholders properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended
and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to
allow redemption in connection with our initial business combination or to redeem 100% of the Ordinary Shares included in the Units
sold in the Offering (the “Public Shares”) if the Company has not consummated an initial Business Combination
within such time as is described in the Company’s amended and restated memorandum and articles of association or (B) with
respect to any other material provisions relating to shareholders’ 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 the Company’s Chairman of the Board, Chief Executive
Officer or Chief Financial Officer. 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 documented
expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action
taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim,
or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s
gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b),
it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that
the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably
withheld. 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), Schedule A and as may be provided in Section 2(b) hereof;
(d)
In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder
meeting verifying the vote of such shareholders regarding such Business Combination;
(e)
Provide the Representatives 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;
(f)
Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit
A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount
is paid directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer
of the funds held in the Trust Account to the Company or any other person;
(g)
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; and
(h)
Within four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof)
or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount.
3.
Limitations of Liability. The Trustee shall have no responsibility or liability to:
(a)
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other
than this Agreement and that which is expressly set forth herein;
(b)
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have
no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;
(c)
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend
any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company
given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses
incident thereto;
(d)
Refund any depreciation in principal of any Property;
(e)
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing
unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority
to the Trustee;
(f)
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken
or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful
misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion
or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also
as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable
care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice
or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced
by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee
are affected, unless it shall give its prior written consent thereto;
(g)
Verify the accuracy of the information contained in the Registration Statement;
(h)
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company
is as contemplated by the Registration Statement;
(i)
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide
periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income
earned on the Property;
(j)
Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated
by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company,
including, but not limited to, 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, the Trustee shall transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within
ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property
deposited with any court in the State of New York or with the United States District Court for the Southern District of New York
and upon such deposit, the Trustee shall be immune from any liability whatsoever; or
(b)
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with
the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination
Letter, this Agreement shall terminate except with respect to Section 2(b).
6.
Miscellaneous.
(a)
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect
to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason
to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel.
In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names,
account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank.
Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not
be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.
(b)
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. 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.
(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) and 1(k) hereof (which sections may not be modified, amended or
deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares,
par value $0.0001 per share, of the Company, voting together as a single class; provided that no such amendment will affect
any Public Shareholder who has properly elected to redeem his or her Ordinary Shares in connection with a shareholder vote to amend
this Agreement (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with our
initial business combination or to redeem 100% of its Ordinary Shares if the Company does not complete its initial Business Combination
within the time frame specified in the Company’s amended and restated memorandum and articles of association or (B) with
respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity),
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; provided, however, that no such change, amendment or modification to Section 1(i)
or 2(f) or Exhibit A may be made without the prior written consent of the Representatives.
(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:
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if to the Trustee, to:
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Continental Stock Transfer & Trust Company
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1 State Street, 30th Floor
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New York, New York 10004
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Attn: Francis Wolf & Celeste Gonzalez
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Email: fwolf@continentalstock.com
Email:
cgonzalez@continentalstock.com
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if to the Company, to:
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Aries I Acquisition Corporation
23 Lime Tree Bay, P.O Box 1569
Grand Cayman, Cayman Islands KY-1110
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Attn: Randy Brinkley
Email: Randolphbrinkley@icloud.com
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in each case, with copies to:
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Winston & Strawn LLP
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200 Park Avenue
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New York, New York 10166
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Attn: David A. Sakowitz, Esq.
Email: DSakowitz@winston.com
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and
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Ogier
89 Nexus Way
Camana Bay, Grand Cayman
Cayman Islands, KY1-9009
Attn: Michael Robinson
Email: Michael.Robinson@ogier.com
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and
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Wells Fargo Securities, LLC
500 West 33rd Street
New York, NY 10001
Attn: Equity Syndicate
Fax: (212) 214-5918
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and
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Kingswood Capital Markets
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and
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Proskauer Rose LLP
Eleven Times Square
New York, New York 10036
Attn: Daniel L. Forman, Esq. and
Steven R. Burwell, Esq.
Email: DForman@proskauer.com
Email: SBurwell@proskauer.com
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(f)
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.
(g)
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.
(h)
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.
(i)
Each of the Company and the Trustee hereby acknowledges and agrees that the Representatives on behalf of the Underwriters
is a third-party beneficiary of this Agreement.
(j)
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any
other person or entity.
[Signature Page Follows]
IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written
above.
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
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By:
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Name:
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Francis Wolf
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Title:
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Vice President
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ARIES I ACQUISITION CORPORATION
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By:
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Name:
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Randy Brinkley
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Title:
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Chief Executive Officer
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[Signature Page
to Investment Management Trust Agreement]
SCHEDULE A
Fee Item
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Time and method of payment
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Amount
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Initial set-up fee.
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Initial closing of Offering by wire transfer.
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$
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3,500.00
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Trustee administration fee
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Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.
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$
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10,000.00
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Transaction processing fee for disbursements to Company under Section 1
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Billed to Company following disbursement made to Company under Section 1
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$
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250.00
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Paying Agent services as required pursuant to Section 1(i) and 1(k)
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Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)
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Prevailing rates
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EXHIBIT A
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust
Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
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Re:
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Trust Account - Termination Letter
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Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section
1(i) of the Investment Management Trust Agreement between Aries I Acquisition Corporation (the “Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of May [•], 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 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 to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation
Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the
Company and the Representatives, solely with respect to the Deferred Discount, shall direct on the Consummation Date (including
as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)).
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 concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”),
and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, Chief Financial Officer, Chief Operating
Officer or President, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders,
if a vote is held and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer
of the funds held in the Trust Account, including payment of amounts owed to public shareholders who have properly exercised their
redemption rights and payment of the Deferred Discount directly to the account or accounts directed by the Representatives 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 such notice as soon thereafter as possible.
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Very truly yours,
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Aries I Acquisition Corporation
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By:
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Name:
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Title:
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Agreed and acknowledged by:
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Wells Fargo Securities, LLC
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By:
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Name:
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Title:
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Kingswood Capital Markets
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By:
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Name:
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Title:
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EXHIBIT B
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust
Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
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Re:
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Trust Account -- Termination Letter
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Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section
1(i) of the Investment Management Trust Agreement between Aries I Acquisition Corporation (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of May [•],
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 Memorandum and Articles of Association, as described in the Company’s Prospectus relating
to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the
total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders.
The Company has selected __________1 as the effective date for the purpose of determining when the Public Shareholders
will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate
capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with
the terms of the Trust Agreement and the Memorandum and Articles of Association of the Company. Upon the distribution of all the
funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations
under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.
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Very truly yours,
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Aries I Acquisition Corporation
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By:
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Name:
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Title:
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cc: Wells Fargo Securities, LLC
Kingswood Capital Markets
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1 12 months (or up to 18 months if
we extend the period of time to consummate a business combination) from the closing of the Offering, or at a later date, if
extended.
EXHIBIT C
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust
Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
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Re:
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Trust Account - Tax Payment Withdrawal Instruction
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Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section
1(j) of the Investment Management Trust Agreement between Aries I Acquisition Corporation (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of May [•], 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]
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Very truly yours,
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Aries I Acquisition Corporation
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By:
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Name:
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Title:
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cc: Wells Fargo Securities, LLC.
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Kingswood Capital Markets.
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EXHIBIT D
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust
Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
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Re:
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Trust Account - Shareholder Redemption Withdrawal Instruction
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Dear Mr. Wolf and Ms. Gonzalez:
Pursuant
to Section 1(k) of the Investment Management Trust Agreement between Aries I
Acquisition Corporation (the “Company”) and Continental Stock Transfer
& Trust Company (the “Trustee”), dated as of May [•], 2021
(the “Trust Agreement”), the Company hereby requests that you deliver to
the redeeming Public Shareholders of the Company $____ of the principal and interest income earned on the Property as of the date
hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Shareholders who have
requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in
the Trust Agreement.
The
Company needs such funds to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the
Company in connection with a shareholder vote to approve an amendment to the Company’s
amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with our initial business combination or to redeem 100% of its public Ordinary Shares
if the Company has not consummated an initial Business Combination within such time as is described in the Company’s
amended and restated memorandum and articles of association or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer)
such funds promptly upon your receipt of this letter.
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Very truly yours,
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Aries I Acquisition Corporation
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By:
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|
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Name:
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Title:
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cc: Wells Fargo Securities, LLC
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Kingswood Capital Markets
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Exhibit 10.3
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of May [•], 2021, is made and entered into by and among
Aries I Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Aries Acquisition
Partners, Ltd., a Cayman Islands limited company (the “Sponsor”) and each of the undersigned parties
listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity
who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder”
and collectively the “Holders”).
RECITALS
WHEREAS, the
Company has 3,593,750 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued
and outstanding, up to 486,750 of which will be surrendered to the Company for no consideration depending on the extent to which
the underwriters of the Company’s initial public offering exercise their over-allotment option;
WHEREAS, the
Founder Shares are convertible into Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary
Shares”), on the terms and conditions provided in the Company’s amended and restated memorandum and articles
of association;
WHEREAS,
on the date hereof, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement (the
“Private Placement Warrants Purchase Agreement”), pursuant to which the Sponsor agreed to purchase
an aggregate of 4,050,000 private placement warrants (or up to 4,237,500 warrants to the extent that the over-allotment
option in connection with the Company’s initial public offering is exercised) (the “Private Placement
Warrants”) in a private placement transaction occurring simultaneously with the closing of the Company’s
initial public offering;
WHEREAS, in
order to finance the Company’s transaction costs in connection with its search for and consummation of an initial Business
Combination (as defined below), the Sponsor, its affiliates or any of the Company’s officers and directors may loan to the
Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into private placement-equivalent
warrants (“Working Capital Warrants”) at a price of $1.00 per warrant at the option of the lender;
and
WHEREAS, the
Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration
rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
ARTICLE I
DEFINITIONS
1.1 Definitions.
The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth
below:
“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith
judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company,
(i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement
or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which
they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being
filed, and (iii) the Company has a bona fide business purpose for not making such information public.
“Agreement”
shall have the meaning given in the Preamble.
“Board”
shall mean the Board of Directors of the Company.
“Business
Combination” shall mean any merger, share exchange, asset acquisition, share purchase, reorganization or other similar
business combination with one or more businesses, involving the Company.
“Commission”
shall mean the United States Securities and Exchange Commission.
“Ordinary
Shares” shall have the meaning given in the Recitals hereto.
“Company”
shall have the meaning given in the Preamble.
“Demand
Registration” shall have the meaning given in subsection 2.1.1.
“Demanding
Holder” shall have the meaning given in subsection 2.1.1.
“Exchange
Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.
“Form S-1”
shall have the meaning given in subsection 2.1.1.
“Form S-3”
shall have the meaning given in subsection 2.3.
“Founder
Shares” shall have the meaning given in the Recitals hereto and shall be deemed to include the Ordinary Shares issuable
upon conversion thereof.
“Founder
Shares Lock-up Period” shall mean, with respect to the Founder Shares and any Ordinary Shares issuable upon conversion
thereof, the period ending on the earlier of (A) one year after the completion of the Company’s initial Business Combination
and (B) subsequent to the completion of the Business Combination, (x) if the closing price of the Ordinary Shares equals or exceeds
$12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any
20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination
or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results
in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.
“Holders”
shall have the meaning given in the Preamble.
“Insider
Letter” shall mean that certain letter agreement, dated as of the date hereof, by and among the Company, the Sponsor
and each of the Company’s officers, directors and director nominees.
“Maximum
Number of Securities” shall have the meaning given in subsection 2.1.4.
“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration
Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the light of the circumstances
under which they were made) not misleading.
“Permitted
Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer
such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period, Private Placement Lock-up Period or any
other lock-up period, as the case may be, under the Insider Letter, the Private Placement Warrants Purchase Agreement, this Agreement
and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.
“Piggyback
Registration” shall have the meaning given in subsection 2.2.1.
“Private
Placement Lock-up Period” shall mean, with respect to Private Placement Warrants, that are held by the initial purchasers
of such Private Placement Warrants or their Permitted Transferees, and the Ordinary Shares issuable upon the exercise of the Private
Placement Warrants, that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the
period ending 30 days after the completion of the Company’s initial Business Combination.
“Private
Placement Warrants” shall have the meaning given in the Recitals hereto.
“Private
Placement Warrants Purchase Agreement” shall have the meaning given in the Recitals hereto.
“Pro Rata”
shall have the meaning given in subsection 2.1.4.
“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as
amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.
“Registrable
Security” shall mean (a) the Founder Shares and the Ordinary Shares issued or issuable upon the conversion of the
Founder Shares, (b) the Private Placement Warrants (including any Ordinary Shares issued or issuable upon the exercise of the Private
Placement Warrants), (c) any outstanding Ordinary Shares or any other equity security (including the Ordinary Shares issued or
issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement, (d)
any equity securities (including the Ordinary Shares issued or issuable upon the exercise of any such equity security) of the Company
issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to the Company by a Holder (including
the Working Capital Warrants and any Ordinary Shares issued or issuable upon the exercise of the Working Capital Warrants) and
(e) any other equity security of the Company issued or issuable with respect to any such security by way of a share capitalization
or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided,
however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when:
(A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and
such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B)
such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further
transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration
under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration
pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but
with no volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or
underwriter in a public distribution or other public securities transaction.
“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the
requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement
becoming effective.
“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:
(A) all registration
and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.)
and any securities exchange on which the Ordinary Shares are then listed;
(B) fees and expenses
of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in
connection with blue sky qualifications of Registrable Securities);
(C) printing, messenger,
telephone and delivery expenses;
(D) reasonable fees
and disbursements of counsel for the Company;
(E) reasonable fees
and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such
Registration; and
(F) reasonable fees
and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration
to be registered for offer and sale in the applicable Registration.
“Registration
Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions
of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments)
and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration
statement.
“Requesting
Holder” shall have the meaning given in subsection 2.1.1.
“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.
“Sponsor”
shall have the meaning given in the Recitals hereto.
“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part
of such dealer’s market-making activities.
“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities
of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.
“Working
Capital Warrants” shall have the meaning given in the Recitals hereto.
ARTICLE II
REGISTRATIONS
2.1 Demand Registration.
2.1.1 Request for
Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time
on or after the date the Company consummates the Business Combination, the Holders of at least fifteen percent (15%) of the then-outstanding
number of Registrable Securities (the “Demanding Holders”) may make a written demand for Registration
of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included
in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”).
The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other
Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all
or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder
that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”)
shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon
receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall
be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall
effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt
of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders
pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of
three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable
Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any
similar long-form registration statement that may be available at such time (“Form S-1”) has become effective
and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders
in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.
2.1.2 Effective Registration.
Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to
a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission
with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company
has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after
such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a
Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or
any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared
effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest
of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration
and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; and provided,
further, that the Company shall not be obligated or required to file another Registration Statement until the Registration
Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or
is subsequently terminated.
2.1.3 Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of
the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities
pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder
or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s
participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten
Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten
Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s)
selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.
2.1.4 Reduction of
Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration,
in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount
or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together
with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as
to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any
other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold
in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the
probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum
Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the
Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of
Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten
Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested
be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”))
that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (i), the Registrable Securities of Holders (Pro Rata, based on the respective number
of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant
to subsection 2.2.1 hereof, without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity
securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Ordinary
Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant
to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
2.1.5 Demand Registration
Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the
Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration
pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter
or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement
filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration.
Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred
in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.
2.2 Piggyback Registration.
2.2.1 Piggyback Rights.
If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration
Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company
(or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof),
other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange
offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible
into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such
proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the
anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be
included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters,
if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of
such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written
notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable
Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters
of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection
2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company
included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten
Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s)
selected for such Underwritten Offering by the Company.
2.2.2 Reduction of
Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback
Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration
in writing that the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with (i) the
Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with
persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration
has been requested pursuant to Section 2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been
requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds
the Maximum Number of Securities, then:
(a) If the Registration
is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary Shares
or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable
Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof
(pro rata based on the respective number of Registrable Securities that such Holder has requested be included in such Registration),
which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as to which Registration has been requested
pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without
exceeding the Maximum Number of Securities;
(b) If the Registration
is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include
in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities,
other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities
of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based
on the number of Registrable Securities that each Holder has requested be included in such Registration and the aggregate number
of Registrable Securities that the Holders have requested to be included in such Registration, which can be sold without exceeding
the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the
foregoing clauses (A) and (B), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold
without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities for the account of other
persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons
or entities, which can be sold without exceeding the Maximum Number of Securities.
2.2.3 Piggyback Registration
Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or
no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention
to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission
with respect to such Piggyback Registration (or, in the case of an Underwritten Registration pursuant to Rule 415 under the Securities
Act, at least two (2) business days prior to the time of pricing of the applicable offering). The Company (whether on its own good
faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations)
may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to
the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall
be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under
this subsection 2.2.3.
2.2.4 Unlimited Piggyback
Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be
counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.
2.3 Registrations
on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company,
pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale
of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement that may be available
at such time (“Form S-3”); provided, however, that the Company shall not be obligated to
effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request
from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice
of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities
who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3
shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As
soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request
for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as
are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders
joining in such request as are specified in the written notification given by such Holder or Holders; provided, however,
that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form S-3
is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity
securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other
equity securities (if any) at any aggregate price to the public of less than $10,000,000.
2.4 Restrictions
on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith
estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company
initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration
pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable
Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the
Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of
the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential
to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a
certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental
to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing
of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than
thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once
in any 12-month period.
ARTICLE III
COMPANY PROCEDURES
3.1 General Procedures.
If at any time on or after the date the Company consummates a Business Combination the Company is required to effect the Registration
of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable
Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously
as possible:
3.1.1 prepare and file
with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable
best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered
by such Registration Statement have been sold;
3.1.2 prepare and file
with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus,
as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations
or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder
to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in
accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;
3.1.3 prior to filing
a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if
any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of
such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case
including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement
(including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities
included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the
Registrable Securities owned by such Holders;
3.1.4 prior to any public
offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration
Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable
Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take
such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved
by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and
all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration
Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be
required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction
where it is not then otherwise so subject;
3.1.5 cause all such
Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued
by the Company are then listed;
3.1.6 provide a transfer
agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such
Registration Statement;
3.1.7 advise each seller
of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop
order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding
for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal
if such stop order should be issued;
3.1.8 at least five (5)
days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement
or Prospectus or any document to be incorporated by reference therein furnish a copy thereof to each seller of such Registrable
Securities and its counsel, including, without limitation, providing copies promptly upon receipt of any comment letters received
with respect to any such Registration Statement or Prospectus;
3.1.9 notify the Holders
at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of
the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;
3.1.10 permit a representative
of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters, if any, and any
attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the
preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information
reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided,
however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably
satisfactory to the Company, prior to the release or disclosure of any such information; and provided further, the Company
may not include the name of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration
Statement or Prospectus, any amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated
by reference into such Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent
of such Holder or Underwriter and providing each such Holder or Underwriter a reasonable amount of time to review and comment on
such applicable document, which comments the Company shall include unless contrary to applicable law;
3.1.11 obtain a “cold
comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration
which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold
comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest
of the participating Holders;
3.1.12 on the date the
Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing
the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the
Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given
as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions
and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;
3.1.13 in the event of
any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form,
with the managing Underwriter of such offering;
3.1.14 make available
to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months
beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated
thereafter by the Commission);
3.1.15 if the Registration
involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable efforts
to make available senior executives of the Company to participate in customary “road show” presentations that may be
reasonably requested by the Underwriter in any Underwritten Offering; and
3.1.16 otherwise, in
good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration.
3.2 Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that
the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
3.3 Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of
the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s
securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary
questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may
be reasonably required under the terms of such underwriting arrangements.
3.4 Suspension of
Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received
copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants
to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it
is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued
use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure
or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons
beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the
filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event
more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company
exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred
to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities.
The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this
Section 3.4.
3.5 Reporting Obligations.
As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the
Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all
reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange
Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it
shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such
Holder to sell Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including
providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification
of a duly authorized officer as to whether it has complied with such requirements.
ARTICLE IV
INDEMNIFICATION AND CONTRIBUTION
4.1 Indemnification.
4.1.1 The Company agrees
to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person
who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses
(including attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in any Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission
of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as
the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein.
The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within
the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.
4.1.2 In connection with
any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company
in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents
and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact
contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or
any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only
to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such
Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint
and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall
be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to
such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors
and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the
foregoing with respect to indemnification of the Company.
4.1.3 Any person entitled
to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it
seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified
party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect
to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified
party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the
indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled
to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel
(plus local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified
parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry
of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is
so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such
claim or litigation.
4.1.4 The indemnification
provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of
securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions
as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s
indemnification is unavailable for any reason.
4.1.5 If the indemnification
provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu
of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such
losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying
party and indemnified party shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by,
or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified
party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided,
however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds
received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the
losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections
4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party
in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution
pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does
not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection
4.1.5 from any person who was not guilty of such fraudulent misrepresentation.
ARTICLE V
MISCELLANEOUS
5.1 Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person
or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram
or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed
sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on
which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram
or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at
such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed,
if to the Company, to: 667 Madison Avenue, 5th Floor, New York, New York 10065, and, if to any Holder, at such Holder’s
address or contact information as set forth in the Company’s books and records. Any party may change its address for notice
at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective
thirty (30) days after delivery of such notice as provided in this Section 5.1.
5.2 Assignment;
No Third Party Beneficiaries.
5.2.1 This Agreement
and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in
part.
5.2.2 Prior to the expiration
of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate
such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer
of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound
by the transfer restrictions set forth in this Agreement.
5.2.3 This Agreement
and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the
permitted assigns of the Holders, which shall include Permitted Transferees.
5.2.4 This Agreement
shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement
and Section 5.2 hereof.
5.2.5 No assignment by
any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless
and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii)
the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment
made other than as provided in this Section 5.2 shall be null and void.
5.3 Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed
an original, and all of which together shall constitute the same instrument, but only one of which need be produced.
5.4 Governing Law;
Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE
THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW
YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH
JURISDICTION. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OR THE COURTS OF THE STATE OF NEW YORK IN EACH CASE LOCATED
IN THE CITY OF NEW YORK, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION
OR PROCEEDING.
5.5 Amendments and
Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable
Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement
may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however,
that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her
or its capacity as a holder of the capital shares of the Company, in a manner that is materially different from the other Holders
(in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company
and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies
under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise
of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights
or remedies hereunder or thereunder by such party.
5.6 Other Registration
Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to
require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration
filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company
represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms
and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement
shall prevail.
5.7 Term. This
Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which
(A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable
period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter
by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities without registration
pursuant to Rule 144 (or any similar provision) under the Securities Act with no volume or other restrictions or limitations. The
provisions of Section 3.5 and Article IV shall survive any termination.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned
have caused this Agreement to be executed as of the date first written above.
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COMPANY:
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ArIES I Acquisition CorpORATION, a Cayman Islands exempted company
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By:
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Name: Randy Brinkley
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Title: Chief Executive Officer
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HOLDER:
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ARIES
ACQUISITION PARTNERS, a Cayman Islands limited company
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By:
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Name:
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Title: Manager
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[Signature Page
to Registration Rights Agreement]
EXHIBIT 10.4
PRIVATE PLACEMENT
WARRANTS PURCHASE AGREEMENT
THIS PRIVATE
PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [__], 2021 (as it may from time to time be amended and including all exhibits
referenced herein, this “Agreement”), is entered into by and between Aries I Acquisition Corporation, a Cayman
Islands exempted company (the “Company”), and Aries Acquisition Partners, Ltd., a Cayman Islands exempted company
(the “Purchaser”).
WHEREAS,
the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”),
each unit consisting of one share of the Company’s Class A Ordinary Shares, par value $0.0001 per share (each, a “Share”),
and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Share at an exercise price of $11.50
per Share. The Purchaser has agreed to purchase an aggregate of 4,175,000 warrants (or 4,456,250 warrants in the aggregate to the
extent the over-allotment option in connection with the Public Offering is exercised) (the “Private Placement Warrants”),
each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.
NOW THEREFORE,
in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
AGREEMENT
Section 1.
Authorization, Purchase and Sale; Terms of the Private Placement Warrants.
A.
Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private
Placement Warrants to the Purchaser.
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B.
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Purchase and Sale of the Private Placement Warrants.
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On the
date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and
the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall
purchase from the Company, an aggregate of 4,175,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate
purchase price of $4,175,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available
funds to the Company in accordance with the Company’s wiring instructions at least one business day prior to the IPO Closing
Date. On the IPO Closing Date, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants
purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery
in book-entry form. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering
or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment
Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date being sometimes referred to herein
as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from
the Company, up to an aggregate of 281,250 Private Placement Warrants, in the same proportion as the amount of the over-allotment
option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $281,250 (if the over-allotment
option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which
shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions
at least one business day prior to such Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the
Purchaser of the Over-allotment Purchase Price payable by it by wire transfer of immediately available funds to the Company, the
Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser
on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.
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C.
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Terms of the Private Placement Warrants.
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(i)
The Private Placement Warrants shall have their terms set forth in a Warrant Agreement to be entered into by the Company
and a warrant agent, in connection with the Public Offering (the “Warrant Agreement”).
(ii) At or prior to the time of the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement
(the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to
the Purchaser relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.
Section
2. Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and
purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and
warranties shall survive each Closing Date) that:
A.
Organization and Corporate Power. The Company is an exempted company duly organized, validly existing and in good
standing under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so
qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets
of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated
by this Agreement and the Warrant Agreement.
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B.
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Authorization; No Breach.
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(i)
The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized and
approved by the Company. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with
its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability
relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity
or law). Upon each issuance of Private Placement Warrants in accordance with, and payment pursuant to, the terms of the Warrant
Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other
laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered
in a proceeding in equity or law).
(ii)
The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of
the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment
of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of each Closing Date (a)
conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the
creation of any lien, security interest, charge or encumbrance upon the Company’s capital stock or assets under, (d) result
in a violation of, or (e) require any authorization, consent, approval, exemption, action, notice, declaration or filing, in each
case, by or to any court or administrative or governmental body or agency pursuant to, the certificate of incorporation or the
bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering),
or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to
which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
C. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the
Placement Warrants will be duly and validly issued and the Shares issuable upon exercise of the Private Placement Warrants
will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Placement Warrants, the Shares
issuable upon exercise of the Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and
payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement
Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and
encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby,
(ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to
the actions of the Purchaser.
D. Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is
required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the
Company of any other transactions contemplated hereby.
Section
3. Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and
issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby, severally and not jointly, represents and
warrants to the Company (which representations and warranties shall survive each Closing Date) that:
A.
Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry
out the transactions contemplated by this Agreement.
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B.
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Authorization; No Breach.
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(i)
The execution, delivery and performance of this Agreement have been duly authorized and approved by the Purchaser. This
Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
(ii)
The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof
by the Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms,
conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject that would materially
impact its ability to perform its obligations hereunder.
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C.
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Investment Representations.
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(i)
The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares
issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment
purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.
(ii)
The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D of the Securities
Act of 1933, as amended (the “Securities Act”), and the Purchaser has not experienced a disqualifying event
as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.
(iii)
The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions
from the registration requirements of the United States federal and state securities laws and that the Company is relying upon
the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth
herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.
(iv)
The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising
within the meaning of Rule 502(c) under the Securities Act.
(v)
The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and
materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded
the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment
in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary
to make an informed investment decision with respect to the acquisition of the Securities.
(vi)
The Purchaser understands that no United States federal or state agency or any other government or governmental agency
has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the
Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.
(vii)
The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or
any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder
or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement,
neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state
securities laws or to comply with the terms and conditions of any exemption thereunder. While the Purchaser understands that Rule
144 under the Securities Act is not available for the resale of securities initially issued by shell companies (other than business
combination related shell companies) or issuers that have been at any time previously a shell company, the Purchaser understands
that Rule 144 includes an exception to this prohibition if the following conditions are met: (i) the issuer of the securities that
was formerly a shell company has ceased to be a shell company; (ii) the issuer of the securities is subject to the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) 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
(iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information with the U.S. Securities
and Exchange Commission (the “SEC”) reflecting its status as an entity that is not a shell company.
(viii)
The Purchaser has knowledge and experience in financial and business matters, understands the high degree of risk associated
with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits
and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount
contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial
needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment
in the Securities. The Purchaser can afford a complete loss of its investment in the Securities.
Section
4. Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement
Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
A.
Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be
true and correct at and as of such Closing Date as though then made.
B.
Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by it on or before such Closing Date.
C.
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have
been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.
D.
Warrant Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement and
the Registration Rights Agreement, each on terms satisfactory to the Purchaser.
E.
Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution,
delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants
hereunder.
Section
5. Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are
subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
A.
Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall
be true and correct at and as of such Closing Date as though then made.
B.
Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.
C.
Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution,
delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants
hereunder.
D.
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have
been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.
E.
Warrant Agreement. The Company shall have entered into the Warrant Agreement on terms satisfactory to the Company.
Section
6. Termination. This Agreement may be terminated at any time after June 30, 2021 upon the election by either the Company or
the Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior to such date.
Section
7. Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive each
Closing Date.
Section
8. Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the
registration statement on Form S-1, which the Company has filed with the SEC under the Securities Act.
Section 9.
Miscellaneous.
A.
Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in
this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of
the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may
not assign this Agreement without the prior written consent of the other party hereto, other than assignments by the Purchaser
to its affiliates (including, without limitation, one or more of its members).
B.
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable
law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
C.
Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain
the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. In
the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “pdf” format data file,
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 facsimile or “.pdf” signature page were an original thereof.
D. Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not
constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by
way of example rather than by limitation.
E.
Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for
all purposes shall be construed in accordance with the internal laws of the State of New York.
F.
Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written
instrument executed by all parties hereto.
[Signature Page
Follows]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first set forth above.
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COMPANY:
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ARIES I ACQUISITION CORPORATION, a Cayman Islands exempted company
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By:
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Name: Randy Brinkley
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Title: Chief Executive Officer
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PURCHASER:
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ARIES ACQUISITION PARTNERS, a Cayman Islands exempted company
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By:
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Name:
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Title:
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Exhibit 10.8
FORWARD PURCHASE AGREEMENT
This
Forward Purchase Agreement (this “Agreement”) is entered into as of May ___, 2021, by and between Aries
I Acquisition Corporation., a Cayman Islands exempted company (the “Company”), and the party listed as the purchaser
on the signature page hereof (the “Purchaser”).
WHEREAS,
the Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses (a “Business Combination”);
WHEREAS,
the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement
on Form S-1 (the “Registration Statement”) for its initial public offering (“IPO”)
of units (the “Units”) at a price of $10.00 per Unit, each comprised of one Class A ordinary share of the
Company, par value $0.0001 per share (the “Ordinary Share(s)”), and one-half of one redeemable warrant, where
each whole redeemable warrant is exercisable to purchase one Ordinary Share at an exercise price of $11.50 per share (the “Warrant(s)”);
WHEREAS,
following the closing of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business
Combination; and
WHEREAS,
the parties wish to enter into this Agreement, pursuant to which immediately prior to the closing of the Company’s initial Business
Combination (the “Business Combination Closing”), the Company shall issue and sell, and the Purchaser shall
purchase, on a private placement basis, up to $50,000,000 of Ordinary Shares at a price of $10.00 per share (the "Forward Purchase
Shares" or the "Forward Purchase Securities").
NOW,
THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for
other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
1. Sale and Purchase.
(a) Forward
Purchase Securities.
(i) The
Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of Forward Purchase Shares
that is the quotient of (x) the amount of capital committed by the Purchaser and allocated to this Agreement as notified by the Purchaser
to the Company no later than five (5) Business Days prior to such time as any definitive agreement with respect to a Business Combination
is executed by the Company (the “Allocation Notice”), which amount shall be no more than $50,000,000, in the
Purchaser's sole discretion, and (y) $10.00 (the “Number of Forward Purchase Shares”), for an aggregate purchase
price of $10.00 multiplied by the Number of Forward Purchase Shares issued and sold hereunder (the “FPS Purchase Price”).
(ii) The
Company shall deliver written notice to the Purchaser as early as practicable, and in any case at least eleven (11) Business Days before
the funding of the FPS Purchase Price to the Escrow Account (defined below), specifying the anticipated date of the Business Combination
Closing, the aggregate FPS Purchase Price and instructions for wiring the FPS Purchase Price to an account (the “Escrow Account”)
of a third-party escrow agent, which shall be the Company’s transfer agent (the “Escrow Agent”), pursuant
to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”). Two (2) Business
Days before the anticipated date of the Business Combination Closing specified in such written notice, the Purchaser shall deliver the
FPS Purchase Price in cash via wire transfer to the account specified in such written notice, to be held in escrow pending the Business
Combination Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser delivers the FPS Purchase
Price to the Escrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically return to the Purchaser the FPS
Purchase Price; provided that the return of the FPS Purchase Price placed in escrow shall not terminate the Agreement or otherwise relieve
either party of any of its obligations hereunder. The Purchaser agrees that it shall cooperate in good faith and use reasonable best efforts
to effect the funding of the FPS Purchase Price on such notice as necessary to facilitate the consummation of the proposed Business Combination.
For the purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that is
neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in
the City of New York, New York.
(iii) The
closing of the sale of the Forward Purchase Securities (the “FPS Closing”) shall be held on the same date as,
and immediately prior to, the Business Combination Closing (such date being referred to as the “Closing Date”).
At the FPS Closing, the Company will issue to the Purchaser the Forward Purchase Securities, registered in the name of the Purchaser,
against (and concurrently with) release of the FPS Purchase Price by the Escrow Agent to the Company.
(b) Delivery
of Forward Purchase Securities.
(i) The
Company shall register the Purchaser as the owner of the Forward Purchase Securities purchased by the Purchaser hereunder in the register
of members of the Company (in respect of the Ordinary Shares) and with the Company’s transfer agent by book entry on or promptly
after (but in no event more than two (2) Business Days after) the date of the FPS Closing.
(ii) Each
register and book entry for the Forward Purchase Securities purchased by the Purchaser hereunder shall contain a notation, and each certificate
(if any) evidencing the Forward Purchase Securities shall be stamped or otherwise imprinted with a legend, in substantially the following
form:
“THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”
(c) Legend
Removal. If the Forward Purchase Securities are eligible to be sold without restriction under Rule 144 under the Securities Act
of 1933, as amended (the “Securities Act”), then at the Purchaser’s request in connection with a sale
of such Forward Purchase Securities, the Company will, at its sole expense, cause the Company’s transfer agent to remove the legend
set forth in Section 1(b)(ii) hereof. In connection therewith, if required by the Company’s transfer agent, the Company
will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations,
certificates and directions required by the transfer agent, that authorize and direct the transfer agent to transfer such Forward Purchase
Securities without any such legend; provided, however, that the Company will not be required to deliver any such opinion, authorization
or certificate or direction if it reasonably believes that removal of the legend could reasonably be expected to result in or facilitate
transfers of Forward Purchase Securities in violation of applicable law.
(d) Registration
Rights. The Purchaser shall have registration rights with respect to the Forward Purchase Securities as set forth on Exhibit A
(the “Registration Rights”).
2. Representations
and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows, as of the date hereof:
(a) Organization
and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation
(if the concept of “good standing” is a recognized concept in such jurisdiction) and has all requisite power and authority
to carry on its business as presently conducted and as proposed to be conducted.
(b) Authorization.
The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser,
will constitute the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except (i) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration
Rights may be limited by applicable federal or state securities laws.
(c) Governmental
Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with the consummation
of the transactions contemplated by this Agreement.
(d) Compliance
with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser
of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational
documents, if applicable, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound,
(iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement,
contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or
regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser
or its ability to consummate the transactions contemplated by this Agreement.
(e) Purchase
Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company,
which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Forward Purchase Securities to be
acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with
a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation
in, or otherwise distributing the same in violation of law. By executing this Agreement, the Purchaser further represents that the Purchaser
does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations
to such Person or to any third Person, with respect to any of the Forward Purchase Securities. If the Purchaser was formed for the specific
purpose of acquiring the Forward Purchase Securities, each of its equity owners is an accredited investor as defined in Rule 501(a) of
Regulation D promulgated under the Securities Act. For purposes of this Agreement, “Person” means an individual,
a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity
or any government or any department or agency thereof.
(f) Disclosure
of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the
terms and conditions of the offering and sale of the Forward Purchase Securities, as well as the terms of the IPO, with the Company’s
management.
(g) Restricted
Securities. The Purchaser understands that the offer and sale of the Forward Purchase Securities to the Purchaser has not been, and
will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities
Act that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations
as expressed herein. The Purchaser understands that the Forward Purchase Securities are “restricted securities” under applicable
U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Securities indefinitely
unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements
is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Securities, or
any Ordinary Shares that the Forward Purchase Securities may be converted into or exercised for, for resale, except pursuant to the Registration
Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned
on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Securities,
and requirements relating to the Company that are outside of the Purchaser’s control, and which the Company is under no obligation
and may not be able to satisfy. The Purchaser acknowledges that the Company filed the Registration Statement for the IPO with the SEC.
The Purchaser understands that the offering of the Forward Purchase Securities hereunder is not, and is not intended to be, part of the
IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such offering
of the Forward Purchase Securities.
(h) No
Public Market. The Purchaser understands that no public market now exists for the Forward Purchase Securities, and that the Company
has made no assurances that a public market will ever exist for the Forward Purchase Securities.
(i) High
Degree of Risk. The Purchaser understands that its agreement to purchase the Forward Purchase Securities involves a high degree of
risk which could cause the Purchaser to lose all or part of its investment.
(j) Accredited
Investor. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under
the Securities Act.
(k) Foreign
Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code
of 1986, as amended), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction
in connection with any invitation to subscribe for the Forward Purchase Securities or any use of this Agreement, including (i) the
legal requirements within its jurisdiction for the purchase of the Forward Purchase Securities, (ii) any foreign exchange restrictions
applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax
and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Forward Purchase
Securities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Forward Purchase Securities will
not violate any applicable securities or other laws of the Purchaser’s jurisdiction.
(l) No
General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners has either
directly or indirectly, including through a broker or finder, (i) to its knowledge, engaged in any general solicitation, or (ii) published
any advertisement in connection with the offer and sale of the Forward Purchase Securities.
(m) Residence.
The principal place of business of the Purchaser is the office located at the address of the Purchaser set forth on the signature page hereof.
(n) Non-Public
Information. The Purchaser acknowledges its obligations under applicable securities laws with respect to the treatment of material
non-public information relating to the Company.
(o) Adequacy
of Financing. The Purchaser has, or will have, from and after receipt of capital commitments not subject to opt-out rights (or for
which the party with such opt-out rights has agreed to fund in respect of this Agreement) in an aggregate amount not less than the FPS
Purchase Price, available to it sufficient funds to satisfy its obligations under this Agreement.
(p) Affiliation
of Certain FINRA Members. The Purchaser is neither a person associated nor affiliated with any underwriter of the IPO or, to its actual
knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in
the IPO.
(q) No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2
and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser
nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to
make any other express or implied representation or warranty with respect to the Purchaser and the offering, sale and purchase of the
Forward Purchase Securities, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations
and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant
hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been
made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company
Parties”).
3. Representations
and Warranties of the Company. The Company represents and warrants to the Purchaser as follows:
(a) Incorporation
and Corporate Power. The Company is an exempted company duly incorporated and validly existing and in good standing under the laws
of the Cayman Islands and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed
to be conducted. The Company has no subsidiaries.
(b) Capitalization.
The authorized share capital of the Company consists, as of the date hereof, of:
(i) 479,000,000
Class A Ordinary Shares, none of which are issued and outstanding;
(ii) 20,000,000
Class B ordinary shares of the Company, par value $0.0001 per share (“Class B Shares”), 3,593,750of
which are issued and outstanding; and all of the issued and outstanding Class B ordinary shares of the Company have been duly authorized,
are fully paid and nonassessable and were issued in compliance with all applicable laws and the Charter; and
(iii) 1,000,000
preference shares, none of which are issued and outstanding.
(c) Authorization.
All corporate action required to be taken by the Company’s Board of Directors and shareholders in order to authorize the Company
to enter into this Agreement, and to issue the Forward Purchase Securities at the FPS Closing, and the securities issuable upon conversion
or exercise of the Forward Purchase Securities, has been taken or will be taken prior to the FPS Closing, as applicable. All action on
the part of the shareholders, directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance
of all obligations of the Company under this Agreement to be performed as of the FPS Closing, and the issuance and delivery of the Forward
Purchase Securities and the securities issuable upon conversion or exercise of the Forward Purchase Securities has been taken or will
be taken prior to the FPS Closing, as applicable. This Agreement, when executed and delivered by the Company, shall constitute the valid
and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited
by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating
to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the
Registration Rights may be limited by applicable federal or state securities laws.
(d) Valid
Issuance of Forward Purchase Securities.
(i) The
Forward Purchase Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this
Agreement and the Charter and registered in the register of members of the Company, and the securities issuable upon conversion or exercise
of the Forward Purchase Securities, when issued in accordance with the terms of the Forward Purchase Securities and this Agreement and
the Charter (in respect of the Forward Purchase Shares), and registered in the register of members of the Company, will be validly issued,
fully paid and nonassessable and free of all preemptive or similar rights, liens, encumbrances and charges with respect to the issue thereof
and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities
laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in
this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Securities will be issued in
compliance with all applicable federal and state securities laws.
(ii) No
“bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below),
except for a Disqualification Event as to which Rule 506(d)(2)(ii)—(iv) or (d)(3), is applicable. “Company
Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated
under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).
(e) Governmental
Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement, no consent,
approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local
governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by
this Agreement, except for any filings pursuant to Regulation D of the Securities Act, applicable state securities laws, and pursuant
to the Registration Rights.
(f) Compliance
with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
by this Agreement by the Company will not result in any violation or default (i) of any provisions of the Company’s amended
and restated memorandum and articles of association, as they may be amended and/or restated from time to time (the “Articles”),
(ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which the Company is bound, (iii) under
any note, indenture or mortgage to which the Company is a party or by which the Company is bound, (iv) under any lease, agreement,
contract or purchase order to which the Company is a party or by which the Company is bound or (v) of any provision of federal or
state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse
effect on the Company or its ability to consummate the transactions contemplated by this Agreement.
(g) Operations.
As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations other
than organizational activities and activities in connection with the IPO and offering of the Forward Purchase Securities.
(h) Foreign
Corrupt Practices. Neither the Company, nor, to the knowledge of the Company, any director, officer, agent, employee or other Person
acting on behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds
for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct
or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is
in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate,
payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.
(i) Compliance
with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable
financial recordkeeping and reporting requirements and all applicable U.S. and non-U.S. anti- money laundering laws, rules and regulations,
including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act of 2001 and the applicable
money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering
Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator
involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(j) Absence
of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency,
self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of
the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.
(k) No
General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or shareholders has either directly
or indirectly, including through a broker or finder, (i) engaged in any general solicitation, or (ii) published any advertisement
in connection with the offer and sale of the Forward Purchase Securities.
(l) No
Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3
and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make
any other express or implied representation or warranty with respect to the Company, the offering, sale and purchase of the Forward Purchase
Securities, the IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except
for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate
or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations
or warranties that may have been made by any of the Purchaser Parties.
4. Additional Agreements,
Acknowledgements and Waivers of the Purchaser.
(a) Trust
Account.
(i) The
Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust Account”)
for the benefit of its public shareholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it 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, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Ordinary
Shares issued in the IPO (the “Public Shares”) held by it.
(ii) The
Purchaser hereby agrees that it shall have 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, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares
held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall not pursue such Claim
against the Trust Account or against the property or any monies in the Trust Account, except for redemption and liquidation rights, if
any, the Purchaser may have in respect of any Public Shares held by it.
(b) No
Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding
with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination Closing. For purposes
of this Section 4(b), “Short Sales” shall include, without limitation, all “short sales” as
defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part
of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return
basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.
(c) Allocation
Notice. The Purchaser shall deliver the Allocation Notice to the Company immediately upon the allocation to this Agreement of capital
which has been committed to the Purchaser (in accordance with all binding obligations of the Purchaser), which in no event shall be later
than five (5) Business Days prior to such time as any definitive agreement with respect to a Business Combination is executed by
the Company.
5. Additional Agreements
of the Company.
(a) No
Material Non-Public Information. The Company agrees that no information provided to the Purchaser in connection with this Agreement
will, upon the IPO Closing, constitute material non-public information of the Company.
(b) Nasdaq
Listing. The Company will use commercially reasonable efforts to effect and maintain the listing of the Ordinary Shares on The Nasdaq
Capital Market (or another national securities exchange).
(c) No
Amendments to the Articles. The amended and restated memorandum and articles of association of the Company will be in substantially
the form attached to the Registration Statement and will not be amended in any material respect prior to the IPO Closing without the Purchaser’s
prior written consent.
6. FPS Closing
Conditions.
(a) The
obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the
fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws,
may be waived by the Purchaser:
(i) The
Business Combination shall be consummated substantially concurrently with, and immediately following, the purchase of the Forward Purchase
Securities;
(ii) The
Company shall have delivered to such Purchaser a certificate evidencing the Company’s good standing as a Cayman Islands exempted
company, as of a date within ten (10) Business Days of the Closing Date;
(iii) The
representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and correct as of the
date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same effect as though such representations and
warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified
date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a
material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement;
(iv) The
Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by
this Agreement to be performed, satisfied or complied with by the Company at or prior to the FPS Closing; and
(v) No
order, writ, judgment, injunction, decree, determination, or award shall have been entered or threatened by or with any governmental,
regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition
shall be in effect or threatened, preventing the purchase by the Purchaser of the Forward Purchase Securities.
(b) The
obligation of the Company to sell the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment,
at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived
by the Company:
(i) The
Business Combination shall be consummated substantially concurrently with, and immediately following, the purchase of the Forward Purchase
Securities;
(ii) The
representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true and correct as of the
date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same effect as though such representations and
warranties had been made on and as of such date (other than any such representation or warranty that is made by its terms as of a specified
date, which shall be true and correct as of such specified date), except where the failure to be so true and correct would not have a
material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement;
(iii) The
Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the FPS Closing; and
(iv) No
order, writ, judgment, injunction, decree, determination, or award shall have been entered or threatened by or with any governmental,
regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or prohibition
shall be in effect or threatened, preventing the purchase by the Purchaser of the Forward Purchase Securities.
7. Termination.
This Agreement may be terminated at any time prior to the FPS Closing:
(a) by
mutual written consent of the Company and the Purchaser; or
(b) automatically:
(i) if
the IPO is not consummated on or prior to twelve months from the date of this Agreement; or
(ii) if the Business Combination
is not consummated within twelve (12) months from the IPO Closing (or up to 18 months from the consummation of the IPO if the Company
extends the period of time to consummate a business combination), or such later date as may be approved by the Company’s shareholders
in accordance with the Articles.
In
the event of any termination of this Agreement pursuant to this Section 7, the FPS Purchase Price (and interest thereon, if any),
if previously paid, and all Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser in accordance
with written instructions provided by the Purchaser to the Company, and thereafter this Agreement shall forthwith become null and void
and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers, employees,
partners, managers, members, or shareholders and all rights and obligations of each party shall cease; provided, however, that nothing
contained in this Section 7 shall relieve either party from liabilities or damages arising out of any fraud or willful breach by
such party of any of its representations, warranties, covenants or agreements contained in this Agreement. Section 4(a) shall
survive termination of this Agreement.
8. General Provisions.
(a) Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given
upon the earlier of actual receipt, or (i) hand delivery to the party to be notified, (ii) when sent, if sent by electronic
mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business
Day or (iii) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying
next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to
Aries
I Acquisition Corporation
23
Lime Tree Bay, P.O. Box 1569
Grand
Cayman, Cayman Islands KY-1110
Attention:
Randy Brinkley
with
a copies to the Company’s counsel at:
Winston &
Strawn LLP
200
Park Avenue
New
York, NY 10166
Attn:
David A. Sakowitz, Esq.
Email:
dsakowitz@winston.com
All
communications to the Purchaser shall be sent to the Purchaser’s address as set forth on the signature page hereof, or to such
e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 8(a).
(b) No
Finder’s Fees. Other than fees payable to the underwriters of the IPO or any other investment bank or financial advisor who
assists the Company in sourcing targets for a Business Combination, which fees shall be the responsibility of the Company, each party
represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. The
Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of
a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability
or asserted liability) for which the Purchaser or any of its officers, employees or representatives is responsible. The Company agrees
to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s or
broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability)
for which the Company or any of its officers, employees or representatives is responsible.
(c) Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive the FPS Closing.
(d) Entire
Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced
herein, 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.
(e) Successors.
All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to
the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied,
is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
(f) Assignments.
Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or
obligations hereunder without the prior written consent of the other party. Notwithstanding the foregoing, the Purchaser may assign and
delegate all or a portion of its rights and obligations to purchase the Forward Purchase Securities to one or more other persons upon
the consent of the Company (which consent shall not be unreasonably conditioned, withheld or delayed); provided, however, that no consent
of the Company shall be required if such assignment or delegation is to an affiliate of the Purchaser; provided, further, that no such
assignment or delegation shall relieve the Purchaser of its obligations hereunder (including its obligation to purchase the Number of
Forward Purchase Shares hereunder) and the Company shall be entitled to pursue all rights
and remedies against the Purchaser subject to the terms and conditions hereof.
(g) Counterparts.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute
one and the same instrument.
(h) Headings.
The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation
of this Agreement.
(i) Governing
Law. This Agreement, the entire relationship of the parties hereto, and any dispute between the parties (whether grounded in contract,
tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of
New York, without giving effect to its choice of laws principles.
(j) Jurisdiction.
The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction
of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising
out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon
this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby
waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it
is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution,
that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper
or that this Agreement or the subject matter hereof may not be enforced in or by such court.
(k) WAIVER
OF JURY TRIAL. 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.
(l) Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of the Company
and the Purchaser.
(m) Severability.
The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the
validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto
or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with its
terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have the power
to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases,
and in its reduced form, such provision will then be enforceable and will be enforced.
(n) Expenses.
Each of the Company and the Purchaser will be responsible for payment of its own costs and expenses incurred in connection with the preparation,
execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses
of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of its transfer
agent; stamp taxes and all of The Depository Trust Company’s fees associated with the issuance and resale of the Forward Purchase
Securities and the securities issuable upon conversion or exercise of the Forward Purchase Securities.
(o) Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent
or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of
proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference
to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated
thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be
construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the
context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless
expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent
significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that
there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity)
which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation,
warranty, or covenant.
(p) Waiver.
No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not,
may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in
any way any rights arising because of any prior or subsequent occurrence.
(q) Specific
Performance. The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement was not performed
by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to specific performance of the terms hereof,
in addition to any other remedy at law or equity.
[Signature Page Follows]
IN
WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.
PURCHASER:
Terra Carta Partners,
LLC
Address for Notices:
Attention:
Email:
COMPANY:
Aries I Acquisition
Corporation
[Signature Page to
Forward Purchase Agreement]
[Exhibit A]
Registration Rights
1.
Within thirty (30) days after the Business Combination Closing, the Company shall use reasonable best efforts (i) to file a registration
statement on Form S-3 for a secondary offering (including any successor registration statement covering the resale of the Registrable
Securities, a “Resale Shelf”) of (x) the Ordinary Shares comprising the Forward Purchase Securities and (y) any other equity security of the Company issued or issuable with
respect to the securities referred to in clause (x) by way of a share capitalization or share split or in connection with a combination
of shares, recapitalization, merger, consolidation or reorganization (collectively, for so long as such securities are held by the Purchaser
or its assignees under the Agreement (each, a “Holder”), the “Registrable Securities”)
pursuant to Rule 415 under the Securities Act; provided that if Form S-3 is unavailable for such a registration, the Company
shall register the resale of the Registrable Securities on another appropriate form and undertake to register the Registrable Securities
on Form S-3 as soon as such form is available, (ii) to cause the Resale Shelf to be declared effective under the Securities
Act promptly thereafter, but in no event later than sixty (60) days after the initial filing of the Resale Shelf, and (iii) to maintain
the effectiveness of such Resale Shelf with respect to the Registrable Securities until the earliest of (A) the date on which such
securities are no longer Registrable Securities and (B) the date all of the Registrable Securities covered by the Resale Shelf can
be sold publicly without restriction or limitation under Rule 144 under the Securities Act and without the requirement to be in compliance
with Rule 144(c)(1) under the Securities Act.
2.
The Holders may, after the Resale Shelf becomes effective, deliver a written notice to the Company (the “Underwritten Offering
Notice”) specifying that the sale of some or all of the Registrable Securities subject to the Resale Shelf is intended to
be conducted through a firm commitment underwritten offering (an “Underwritten Offering”); provided, however,
that the Holders of Registrable Securities may not, without the Company’s prior written consent, (i) launch an Underwritten
Offering the anticipated gross proceeds of which shall be less than $10,000,000 (unless the Holders are proposing to sell all of their
remaining Registrable Securities), (ii) launch more than three Underwritten Offerings at the request of the Holders within any three-hundred
sixty-five (365) day-period or (iii) launch an Underwritten Offering within the period commencing fourteen (14) days prior to and
ending two (2) days following the Company’s scheduled earnings release date for any fiscal quarter or year. In the event of
an Underwritten Offering, the Holders representing a majority-in-interest of the Registrable Securities to be included in such Underwritten
Offering shall select the managing underwriter(s) for the Underwritten Offering; provided that the choice of such managing underwriter(s) shall
be subject to the consent of the Company, which is not to be unreasonably withheld, conditioned or delayed. If the underwriter(s) for
any Underwritten Offering pursuant to this paragraph 2 of this Exhibit A (each, a “Secondary Offering”)
advise the Company and the Holders that, in their good faith opinion, marketing factors require a limitation on the number of securities
that may be included in such Secondary Offering, the number of securities to be so included shall be allocated as follows: (i) first,
to the Holders that have requested to participate in such Secondary Offering, allocated pro rata among such Holders on the basis of the
percentage of the Registrable Securities requested to be included in such Secondary Offering by such Holders, and (ii) second, to
the holders of any other securities of the Company that have been requested to be so included.
3.
Upon receipt of prior written notice by any Holder that they intend to effect a sale of Registrable Securities held by them as are then
registered pursuant to the Resale Shelf, the Company shall use its reasonable best efforts to cooperate in such sale (whether or not such
sale constitutes an Underwritten Offering), including by amending or supplementing the prospectus related to such Resale Shelf as may
be reasonably requested by such Holder for so long as such Holder holds Registrable Securities.
4.
In the event the Company is prohibited by applicable rule, regulation or interpretation by the staff (the “Staff”)
of the SEC from registering all of the Registrable Securities on the Resale Shelf or the Staff requires that any Holder be specifically
identified as an “underwriter” in order to permit such registration statement to become effective, and such Holder does not
consent in writing to being so named as an underwriter in such registration statement, the number of Registrable Securities to be registered
on the Resale Shelf will be reduced on a pro rata basis among all Holders to be so included, unless otherwise required by the Staff, so
that the number of Registrable Securities to be registered is permitted by the Staff and such Holder is not required to be named as an
“underwriter”; provided, that any Registrable Securities not registered due to this paragraph 4 shall thereafter as soon as
allowed by the SEC guidance be registered to the extent the prohibition no longer is applicable.
5.
If at any time the Company proposes to file a registration statement (a “Registration Statement”) on its own
behalf, or on behalf of any other Persons who have registration rights (“Other Holders”), relating to an Underwritten
Offering of ordinary shares (a “Company Offering”), then the Company will provide the Holders with notice in
writing (an “Offer Notice”) at least three (3) Business Days prior to such filing, which Offer Notice will
offer to include in the Registration Statement the Registrable Securities held by each Holder (the “Piggyback Securities”).
Within three (3) Business Days after receiving the Offer Notice, each Holder may make a written request (a “Piggyback
Request”) to the Company to include some or all of such Holder’s Registrable Securities in the Registration Statement.
If the underwriter(s) for any Company Offering advise the Company that, in their good faith opinion, marketing factors require a
limitation on the number of securities that may be included in the Company Offering, the number of securities to be so included shall
be allocated as follows: (i) first, to the Company and the Other Holders, if any; and (ii) second, to the Holders and any other
holders of similar piggyback rights, based pro rata on the value of the securities requested to be sold in such Company Offering by each
requesting holder. By written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect
to waive its right to participate in Company Offerings (“Registration Opt-Out”) until such time as such written
notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive
notices of any proposed Company Offering and (y) shall not be entitled to participate in any such Company Offering.
6.
In connection with any Underwritten Offering, the Company shall enter into such customary agreements and take all such other actions in
connection therewith (including those requested by Holders representing a majority-in-interest of the Registrable Securities to be included
in such Underwritten Offering) in order to facilitate the disposition of such Registrable Securities as are reasonably necessary or required,
and in such connection enter into a customary underwriting agreement that provides for customary opinions, comfort letters and officer’s
certificates and other customary deliverables.
7.
The Company shall pay all fees and expenses incident to the performance of or compliance with its obligation to prepare, file and maintain
the Resale Shelf (including the fees of its counsel and accountants). The Company shall also pay all Registration Expenses. For purposes
of this paragraph 7, “Registration Expenses” shall mean the out-of-pocket expenses of any Secondary Offering
and any Company Offering, including, without limitation, the following: (i) all registration and filing fees (including fees with
respect to filings required to be made with FINRA and any securities exchange on which the Registrable Securities are then listed); (ii) fees
and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the underwriters
in connection with blue sky qualifications of the Registrable Securities); (iii) printing, messenger, telephone and delivery expenses;
(iv) reasonable fees and disbursements of counsel for the Company; (v) reasonable fees and disbursements of all independent
registered public accountants of the Company; and (vi) reasonable fees and expenses of one (1) legal counsel selected by Holders
representing a majority-in-interest of the Registrable Securities participating in any such Secondary Offering, but shall not include
any incremental selling expenses relating to the sale of Registrable Securities, such as underwriters’ commissions and discounts,
brokerage fees and underwriter marketing costs; and provided that the Company shall only be responsible for expenses under clause (vi) with
respect to two Secondary Offerings in any consecutive three-hundred sixty-five (365) day-period.
8.
The Company may suspend the use of a prospectus included in the Resale Shelf by furnishing to the Holders a written notice (“Suspension
Notice”) stating that in the good faith judgment of the Company, it would be either (i) prohibited by the Company’s
insider trading policy (as if the Holders were covered by such policy) or (ii) materially detrimental to the Company and its shareholders
for such prospectus to be used at such time. The Company’s right to suspend the use of such prospectus under clause (ii) of
the preceding sentence may be exercised for a period of not more than ninety (90) days after the date of such notice to the Holders; provided
that such period may be extended for an additional thirty (30) days with the consent of Holders representing a majority-in-interest of
the Registrable Securities, which consent shall not be unreasonably withheld; provided further, that such right to suspend the use of
a prospectus shall be exercised by the Company not more than once in any twelve (12) month period. The Holders shall not effect any sales
of Registrable Securities pursuant to the Resale Shelf at any time after they have received a Suspension Notice from the Company and prior
to receipt of an End of Suspension Notice (as defined below). The Holders may recommence effecting sales of the Registrable Securities
pursuant to the Resale Shelf following further written notice to such effect (an “End of Suspension Notice”)
from the Company to the Holders. The Company shall act in good faith to permit any suspension period contemplated by this paragraph 8
to be concluded as promptly as reasonably practicable.
9.
The Holders agree that, except as required by applicable law, the Holders shall treat as confidential the receipt of any Suspension Notice
(provided that in no event shall such notice contain any material non-public information of the Company) hereunder and shall not disclose
or use the information contained in such Suspension Notice without the prior written consent of the Company until such time as the information
contained therein is or becomes public, other than as a result of disclosure by a Holder of Registrable Securities in breach of the terms
of this Agreement.
10.
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and
each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses
(including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in the Resale Shelf (or
any amendment or supplement thereto), the related prospectus or any amendment thereof or supplement thereto or any omission or alleged
omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as
the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein.
11.
The Company’s obligation under paragraph 1 of this Exhibit A is subject to each Holder furnishing to the Company in writing
such information as the Company reasonably requests for use in connection with the Resale Shelf, the related prospectus, or any amendment
or supplement thereto. Each Holder shall indemnify the Company, its officers, directors, managers, employees, agents and representatives,
and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and
expenses resulting from any untrue statement or alleged untrue statement of material fact contained in the Resale Shelf, the related prospectus,
or any amendment or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information
so furnished in writing by such Holder expressly for inclusion in such Resale Shelf, related prospectus or amendment or supplement thereto,
as applicable; provided that the obligation to indemnify shall be individual, not joint and several, and shall be limited to the net amount
of proceeds received by the applicable Holder from the sale of Registrable Securities pursuant to the Resale Shelf.
12.
The Company shall cooperate with the Holders, to the extent the Registrable Securities become freely tradable, to facilitate the timely
preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant
to a Resale Shelf and enable such certificates to be in such denominations or amounts, as the case may be, as the Holders may reasonably
request and registered in such names as each Holder may request.
13.
If requested by Holders representing a majority-in-interest of the Registrable Securities, the Company shall as soon as practicable, subject
to any Suspension Notice, (i) incorporate in a prospectus supplement or post-effective amendment such information as each Holder
reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation,
information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any
other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus
supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective
amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested by Holders representing
a majority-in-interest of the Registrable Securities.
14.
As long as Registrable Securities are outstanding, the Company, at all times while it shall be reporting under the Exchange Act, covenants
to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed
by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act, and to promptly furnish the Holders
with true and complete copies of all such filings, unless filed through the SEC’s EDGAR system. The Company further covenants that
it shall take such further action as the Holders may reasonably request, all to the extent required from time to time, to enable the Holders
to sell the Ordinary Shares and Forward Purchase Warrants held by the Holders without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions, to
the extent such exemption is available to the Purchaser at such time. Upon the request of any Holder, the Company shall deliver to such
Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
Exhibit 23.1
Independent
Registered Public Accounting Firm’s Consent
We consent to the inclusion in this
Registration Statement of Aries I Acquisition Corporation (the “Company”) on Amendment No. 3 to Form S-1 [File No.
333-253806] of our report dated February 5, 2021, except for Notes 2 and 7, as to which the date is May 11, 2021, which 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 Aries I Acquisition Corporation as of January 26, 2021 and for the period from January 15, 2021 (inception) through
January 26, 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 llp
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Marcum llp
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Houston, TX
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May 11, 2021
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