As filed with the Securities and Exchange Commission on May 28, 2021.
Registration No. 333-253898
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
G Squared Ascend II Inc.
(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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98-1603099
(I.R.S. Employer
Identification No.)
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205 N Michigan Ave
Suite 3770
Chicago, IL 60601
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Ward Davis
Chief Executive Officer
205 N Michigan Ave
Suite 3770
Chicago, IL 60601
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Jocelyn M. Arel
Daniel J. Espinoza
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
Tel: (617) 570-1000
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Steven R. Burwell
Proskauer Rose LLP
Eleven Times Square
New York, NY 10036-8299
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, 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.
Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
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 SECURITIES TO BE 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, $0.0001 par value, and one-third of a redeemable Warrant to acquire one Class A ordinary shares(2)
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14,375,000 units
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$
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10.00
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$
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143,750,000
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$
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15,684
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Class A ordinary shares included as part of the Units(1)
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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 to acquire one Class A ordinary share included as part of the Units(3)
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4,791,667 warrants
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—
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—
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—(4)
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Shares of Class A Common Stock included as part of redeemable warrants(3)
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4,791,667 shares
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$
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11.50
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$
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55,104,170.50
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$
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6,012.00
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Total
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$
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198,854,170.50
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$
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21,696.00(5)
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(1)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.
(2)
Includes 1,875,000 Units, consisting of 1,875,000 Class A ordinary shares and 625,000 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(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share capitalizations or similar transactions.
(4)
No fee pursuant to Rule 457(g)
(5)
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 28, 2021
PRELIMINARY PROSPECTUS
$125,000,000
G Squared Ascend II Inc.
12,500,000 Units
G Squared Ascend II Inc. 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 or entities, which we refer to as our initial business combination. We have not selected any business combination partner and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination partner.
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-third 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, terms and limitations as described herein. The underwriter has 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, subject to the limitations as described herein. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein.
Our sponsor, G Squared Ascend Management II, LLC, has agreed to purchase an aggregate of 4,966,667 warrants (or 5,341,667 warrants if the underwriters’ over-allotment option is exercised in full), at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering for an aggregate purchase price of $7,450,000 (or $8,012,500 if the over-allotment option is exercised in full) that will close simultaneously with the closing of this offering. Each private warrant is identical to the public warrants sold in this offering, subject to certain limited exceptions as described in this prospectus. Of the proceeds we receive from the sale of the private placement warrants described in this prospectus, our sponsor has agreed to deposit $1,250,000 (or $1,437,500 if the underwriters’ over-allotment option is exercised in full) ($0.10 per share in either case) into a trust account in connection with this offering.
Our initial shareholders currently own an aggregate of 3,593,750 Class B ordinary shares (up to 468,750 of which are subject to forfeiture) which will automatically convert into Class A ordinary shares at the time of our initial business combination as described herein. Prior to the completion of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors.
Our sponsor has committed to enter into a forward purchase agreement with us that will provide for the purchase by our sponsor or an affiliate of our sponsor, in the aggregate, of 5,000,000 forward purchase securities, for an aggregate purchase price of $50,000,000, with each forward purchase security consisting of one Class A ordinary share and one-third of one redeemable warrant in each case, for $10.00 per forward purchase security, in a private placement to close substantially concurrently with the closing of our initial business combination. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase securities sold pursuant to the forward purchase agreement will be identical to the Class A ordinary shares and redeemable warrants included in the units being sold in this offering, respectively, except that our sponsor or an affiliate of our sponsor, as applicable, will have certain registration rights, as described herein. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company.
Currently, there is no public market for our securities. We intend to apply to have our units listed on the New York Stock Exchange, or the NYSE, under the symbol “GSQB.U”. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect that the Class A ordinary shares and warrants comprising the units to begin separate trading on the NYSE under the symbols “GSQB” and “GSQB.W”, respectively on the 52nd day following the date of this prospectus unless UBS Securities LLC informs us of its decision to permit earlier separate trading and we have satisfied certain conditions described herein.
We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and, as such, 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 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 (the “SEC”) 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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0.55
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$
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6,875,000
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Proceeds, before expenses, to us
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$
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9.45
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$
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118,125,000
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(1)
Includes $0.35 per unit, or $4,375,000 in the aggregate (or $5,031,250 in the aggregate if the underwriter’s over-allotment option is exercised in full), payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriter only upon the consummation of an initial business combination. See also “Underwriting” for a description of compensation and other items of value payable to the underwriter.
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 underwriter’s over-allotment option is exercised in full ($10.10 per unit in either case), will be deposited into a U.S. based trust account with Continental Stock Transfer & Trust Company acting as trustee.
The underwriter is offering the units for sale on a firm commitment basis. The underwriter expects to deliver the units to the purchasers on or about , 2021.
Sole Book Running Manager
UBS Investment Bank
, 2021
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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 neither we nor the underwriters take any responsibility, and can provide no assurance as to the reliability of, 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. Neither the delivery of the prospectus nor any sale made hereunder shall under any circumstances imply that the information herein is correct as of any date subsequent to the date on the cover of the prospectus.
SUMMARY
This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing.
Unless otherwise stated in this prospectus or the context otherwise requires, references to:
➤
“Companies Act” are to the Companies Act (2021 Revision) of the Cayman Islands as the same may be amended from time to time;
➤
“company,” “we,” “us,” “our,” or “our company” are to G Squared Ascend II Inc., a Cayman Islands exempted company;
➤
“forward purchase agreement” are to the agreement between the company and our sponsor, providing for the sale to our sponsor or an affiliate of our sponsor, in the aggregate, of 5,000,000 Class A ordinary shares and 1,666,667 redeemable warrants, for an aggregate purchase price of $50,000,000, in each case, for $10.00 per one Class A ordinary share and one-third of one redeemable warrant, in a private placement that will close substantially concurrently with the closing of our initial business combination;
➤
“forward purchase securities” are to the forward purchase shares and forward purchase warrants (and the Class A ordinary shares issuable upon exercise of the forward purchase warrants) to be issued to our sponsor or one of its affiliates pursuant to the forward purchase agreement;
➤
“forward purchase shares” are to the Class A ordinary shares to be issued to our sponsor or one of its affiliates pursuant to the forward purchase agreement;
➤
“forward purchase warrants” are to the redeemable warrants to be issued to our sponsor or one of its affiliates pursuant to the forward purchase agreement;
➤
“founders” are to Larry Aschebrook, our Chairman of the Board, Ward Davis, our Chief Executive Officer and Director, and Tom Hoban, our Chief Financial Officer;
➤
“founder shares” are to our Class B ordinary shares outstanding as of this offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);
➤
“G Squared” are to G Squared Equity Management LP.
➤
“GSQD” are to G Squared Ascend I Inc., a Cayman Islands exempted company.
➤
“initial shareholders” are to our sponsor and each other holder of founder shares upon the consummation of this offering;
➤
“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;
➤
“our founding team” are to our executive officers and directors (including our director nominees who will become directors at the consummation of this offering);
➤
“private placement warrants” are to the warrants sold to our sponsor in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any;
➤
“public shareholders” are to the holders of our public shares, including our sponsor and founding team to the extent our sponsor and/or members of our founding team purchase public shares, provided that our sponsor’s and each member of our founding team’s status as a “public shareholder” will only exist with respect to such public shares;
➤
“public shares” are to our Class A ordinary shares to be sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); and
➤
“sponsor” are to G Squared Ascend Management II, LLC, a Cayman Islands limited liability company.
Any forfeiture of shares described in this prospectus will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any conversion of the Class B ordinary
shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus will take effect as share capitalizations as a matter of Cayman Islands law.
Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option.
Overview
G Squared Ascend II Inc., is incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target.
OUR COMPANY
G Squared Ascend II Inc. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target.
While we may pursue an initial business combination target in any business, industry or geographical location, we intend to focus our search within the technology sector, and specifically within six core verticals, or “megatrends” as described below.
Our sponsor is an affiliate of G Squared Equity Management LP (“G Squared”), a registered investment adviser (“RIA”) under the Investment Advisers Act of 1940, as amended, and venture capital fund manager which was founded in 2011 by Larry Aschebrook. As of the date of this prospectus, G Squared has 25 professionals across four offices, San Francisco, CA, Chicago, IL, Greenwich, CT, and Zurich, Switzerland, and has deployed more than $2 billion of capital since inception across several funds, separate managed accounts and co-investments focused on growth stage opportunities in the global technology sector. G Squared has 60 total active positions across current active funds, with a co-invest ratio of 1:2.
G Squared has invested in approximately 100 companies since the firm’s founding. Numerous of those investments have been successfully exited via IPO, direct listing, or M&A with strategic and financial investors and SPACs. G Squared has completed over 180 total transactions since January 2019. This investment activity has taken place globally with recent emphasis on Europe where the firm has invested over $250 million into companies operating and headquartered there.
Our investment focus will be aligned with six areas within technology which G Squared focuses on and has identified as core “megatrends.” Software-as-a-Service, Online Marketplaces, Mobility 2.0/Logistics, Fintech/Insurtech, New Age Media and Sustainability. G Squared’s portfolio includes leaders in these sectors such as 23andMe, Auto1, Blend, Bolt, Brex, Convoy, Coursera, Fast, Flexport, Revolut, Toast, Turo, UiPath and WeFox. G Squared has also successfully exited investments in notable public companies such as Asana, Dropbox, Jamf, Lemonade, Lyft, Meituan, Palantir, Peloton, Pinterest, Postmates, Snap, Spotify, Twitter and Uber among others.
We believe our management team is well positioned to source attractive businesses within the global technology sector, and specifically across these six megatrends that we believe present attractive opportunities for public market investors. We intend to focus on evaluating established companies with leading competitive positions, strong management teams, and long-term potential for growth and profitability.
OUR AFFILIATION WITH G SQUARED
G Squared was formed with the singular goal of investing in the world’s leading mid-to-late-stage, venture-backed private companies that could be, and in many cases should be, public companies. The evolution
of the IPO landscape and the emergence of private, billion-dollar plus valuation, venture-backed companies (“Unicorns”) continue to create an opportunity for growth-oriented investors seeking liquidity in a short window. As VC backed companies have continued to stay private longer, the number of businesses with a valuation of over $1 billion has dramatically accelerated. The typical private company lifecycle has elongated from just a few years from idea to IPO to ~14 years in 2018, according to the Kauffman Fellows. According to CB Insights, as of January 2021, there were 518 private company Unicorns with a cumulative valuation of $1.6 trillion.
Against this backdrop, G Squared built a business that provides growth capital to companies and also satisfies the liquidity needs of early-stage investors and employees seeking to monetize or partially monetize their shares in these highly regarded growth-stage businesses. G Squared’s status as an RIA, allows it to purchase both primary and secondary direct shares. Many traditional VC firms operate under the Venture Capital Exemption Act which restricts their weighting of capital allocation into secondary transactions. These traditional VCs must deploy over 80% of their funds directly into primary rounds. G Squared’s flexibility in building positions in companies has created a structuring expertise that includes a variety of securities. We believe this proven ability to tailor liquidity solutions to the specific needs of a target company will be an attractive element of our value proposition to potential business combination targets. The areas of historical investment focus for G Squared include the following:
➤
Secondary Direct Investments: The G Squared team works alongside portfolio company C-suites and board members to create ongoing liquidity programs as the company’s Right of First Refusal (RoFR) partner. G Squared refers to this investment strategy as secondaries solutions. G Squared has deployed this secondaries solutions strategy into a majority of their positions across their funds. This unique strategy enables strong rapport with portfolio company management teams and fosters longstanding relationships that persist well into the typical portfolio company’s public market debut. Our sponsor’s secondaries solutions provide portfolio company management teams and boards with (i) the ongoing absorption of secondary transactions identified by management that relieves the pressure of today’s elongated private company life cycle, (ii) cap table / valuation management advisory, (iii) the enablement of employee options and shareholder financing programs and (iv) the creation of liquidity for other managers invested who hold shares in a vehicle that have exhausted the related fund’s life. This contributes to the greater than 70% of shares in current active funds sourced through secondary transactions. Historically, this activity has supported portfolio companies to stay private longer. We view the G Squared Ascend strategy as an “Exit-as-a-Service” enhancement to our sponsor’s core secondaries solutions expertise. This strategy is being deployed as an increasing number of our portfolio companies appear ripe for public markets. G Squared views this overall secondaries solutions approach as an important core competency of the organization that should serve to enhance our Company’s likelihood of completing a successful merger. Additionally, our sponsor’s experience in structuring transactions in the private market should translate to flexibility around reaching a successful deal.
➤
Primary Direct Investments: Primary direct investments will typically consist of equity (preferred or common stock) or convertible debt and can include multiple structuring mechanisms to enhance return profile or protect against investment losses.
➤
Employee Tenders: G Squared has led a substantial number of employee tenders for portfolio companies in previous flagship funds that often relieve employee retention concerns by providing needed liquidity. This expertise may be of value in an acquisition that includes a secondary component for the target business.
Our sponsor has developed an extensive global network of venture GP peers and growth-stage management teams. Further, G Squared has created a niche in the growth venture capital ecosystem by becoming a trusted liquidity solution provider to:
➤
Portfolio Companies: Partnering with management teams and boards by providing growth capital in primary rounds, assisting with cap table management by purchasing secondary shares from willing sellers and supporting worker retention with coordinated and structured employee tender transactions.
➤
Other General Partners (“GPs”): Partnering with leading venture capital firms to provide latter-stage secondary exits for certain top positions that have exhausted their respective fund lives, or that need liquidity.
By becoming a valued partner to both companies and other GPs, G Squared is often invited to invest in some of the world’s leading private tech businesses. The access attained by our sponsor benefits our Company by affording it the ability to identify winning business models in their respective niches that have demonstrated strong fundamental performance over time. G Squared investment activity over several committed capital funds has consistently produced top returns. Further, G Squared has been recognized by Institutional Investor and Prequin as one of the top performing venture capital fund managers in the world.
Our sponsor’s funds generally target growth-stage companies that exhibit proven concepts and commercial viability in the sectors described in Our Market Opportunity. The Company will leverage this research and experience to engage potential acquisition targets through G Squared’s network of industry participants, often through invitation by executives, board directors, or early investors. Our sponsor will filter investment opportunities from several hundred VC-backed unicorns and emerging unicorns, will actively track and assess hundreds of companies, and has transacted in over 40 companies. We fully expect our sponsor’s market positioning to be advantageous in identifying potential targets.
G Squared’s historic returns have been driven by portfolio company fundamental performance. It is the responsibility of G Squared’s research function to evaluate and recommend investment opportunities, leveraging nearly a decade of proprietary firm analysis. Our sponsor’s research team incorporates individuals with not only extensive VC / private market experience, but also seasoned hedge fund managers with deep public equity research and portfolio management experience. The addition of a hedge fund perspective to our research function, inclusive of a team that has evaluated hundreds of initial public offerings over a 26-year period of public market investing, delivers a critical eye to exit outcomes and understands what makes for a successful public company—another unique element of our sponsor’s proposition.
OUR SENIOR MANAGEMENT TEAM AND BOARD OF DIRECTORS
Larry Aschebrook, Chairman
Mr. Aschebrook is the Founder and Managing Partner of G Squared. He is a member of the G Squared Executive Group and G Squared Investment Committee. Under the leadership of Mr. Aschebrook, G Squared has deployed over $2 billion in total capital since inception across several flagship funds, co-investment funds and separate managed accounts. Mr. Aschebrook has led or co-led every major investment of G Squared including but not limited to current holdings of 23andMe, Auto1, Blend, Bolt, Brex, Convoy, Coursera, Fast, Flexport, Revolut, Toast, Turo, and WeFox, as well as now notable public companies such as Asana, Dropbox, Jamf, Lemonade, Lyft, Meituan, Palantir, Peloton, Pinterest, Postmates, Snap, Spotify, Twitter and Uber among others. Having previously served on the boards of directors of numerous VC-backed businesses, Mr. Aschebrook oversees many of G Squared’s close ties to other top-tier venture funds. Prior to founding G Squared, Mr. Aschebrook owned multiple businesses and previously served as a Vice President level administrator for five large academic institutions including Arizona State University, at the time the largest university in the U.S. by student population. Mr. Aschebrook’s primary responsibility in these positions was development activity, such as raising funds from private and corporate donors. Over the course of his career, Mr. Aschebrook was responsible for overseeing hundreds of millions of dollars in grants, donations and sponsorships. He was also responsible for multi-million-dollar projects such as stadium naming rights, television and radio rights, as well as all revenue generation activities for athletics as Associate Athletic Director. During the same period, Mr. Aschebrook launched his first private investment partnership. Mr. Aschebrook serves as the Chairman of the Board of GSQD,
Mr. Aschebrook earned his MBA from the W.P. Carey School of Business at Arizona State University. Additionally, he earned a MS in Athletic Administration and a B.S. from the University of Wisconsin system.
Ward Davis, Chief Executive Officer and Director
Mr. Davis joined G Squared in July 2019, bringing nearly three decades of public equity market research and portfolio management experience to the organization. He has led several investments at G Squared with emphasis on certain Mobility 2.0/Logistics and Online Marketplace sectors. Mr. Davis holds
extensive proficiency in evaluating business plans, appraising management teams, dissecting industry competitive dynamics and scrutinizing financials of publicly traded companies across a multitude of consumer and technology sectors. Over a 26-year career as an equity analyst, portfolio manager and business founder, Mr. Davis successfully led investment management organizations and teams through a multitude of business and market cycles. Additionally, over this time he evaluated and participated in hundreds of initial public offerings. Prior to joining G Squared, Mr. Davis was the Founder and Chief Investment Officer of Caerus Investors, a hedge fund focused on the broad consumer sector that launched in 2009. From 2002 to 2009, he was the co-Founder and co-Chief Investment Officer at Trivium Capital, a hedge fund focused on technology and consumer equities. From 1998 to 2002, Mr. Davis was Managing Director at Chilton Investment Company where he headed the consumer sector team. He also served stints at Zweig DiMenna Associates and Massachusetts Financial Services as a senior equity analyst. Prior to his career in investment management, Mr. Davis spent five years at Matsushita Electric Industrial and was the first US employee working within the finance department at the company’s headquarters in Osaka, Japan. Mr. Davis serves as the Chief Executive Officer and as a director of GSQD.
Mr. Davis holds an MBA from The Tuck School at Dartmouth College and a BA in East Asian Studies from Washington and Lee University.
Tom Hoban, Chief Financial Officer
Mr. Hoban joined G Squared in February 2020 as Chief Operating Officer after spending the prior 29 years in the hedge fund industry managing the non-investment operations of multiple firms. He brings extensive experience in operations, accounting, compliance and investor relations having built both institutional infrastructure for a number of start-up firms and run the back-office for multi-billion dollar established managers. Prior to joining G Squared, Mr. Hoban was a founding partner and the Chief Operating Officer at Aravt Global, a growth-focused long/short equity hedge fund. Prior to Aravt, from 1993 to 2013 Mr. Hoban held senior operating and finance roles for several asset management firms including Vinik Asset Management, Signpost Capital, Sursum Capital Management, PilotRock Investment Partners, Chilton Investment Company and Tudor Investments. He started his career at Ernst & Young auditing hedge funds and commodity trading firms, including Tudor and Commodities Corporation. Mr. Hoban serves as Chief Financial Officer and as a director of GSQD.
Mr. Hoban graduated from Villanova University with a BS in Accountancy and is a registered CPA in New York State.
In October 2020, Mr. Aschebrook, Mr. Davis, and Mr. Hoban founded GSQD, a blank check company incorporated for the purposes of effecting a business combination. Mr. Aschebrook serves as the Chairman of the Board of GSQD, Mr. Davis serves as the Chief Executive Officer and as a director of GSQD and Mr. Hoban serves as Chief Financial Officer and as a director of GSQD. GSQD completed its initial public offering in February 2021, in which it sold 34,500,000 units, each consisting of one GSQD Class A ordinary share and one-fifth of one warrant for one GSQD Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $345,000,000.
Thomas Evans, Director Nominee
Thomas R. Evans serves as a director of Angie’s Home Services (NAS: ANGI) and Shutterstock, (NYSE: SSTK). Previously, Mr. Evans was the President and Chief Executive Officer of Bankrate, Inc. (NYSE: RATE), an internet publisher of consumer financial content and rate information from 2004 through 2013. In 2009, Mr. Evans took Bankrate through a $580 million go-private transaction with Apax Partners. Later, he led Bankrate through a $1.5 billion initial public offering. From 1999 to 2003, Mr. Evans served as Chairman and Chief Executive Officer of Official Payments Corp. From March 1998 to June 1999, he was President and Chief Executive Officer of GeoCities Inc. We believe Mr. Evans’ public company board experience and chief executive experience make him well qualified to serve on our board of directors.
Mr. Evans holds a BA from Arizona State University.
Heather Hasson, Director Nominee
Heather Hasson is the Co-Founder and Co-CEO of FIGS. A serial entrepreneur with a background in design and luxury fashion, Heather has brought the healthcare workwear industry into the twenty-first
century with technical products and an industry-shifting distribution model. Heather was selected as an Endeavor Entrepreneur in 2015. She won the Ernst and Young Entrepreneur of the Year Award for the Greater Los Angeles Region in 2018. She was recognized as one of the 100 Most Intriguing Entrepreneurs by Goldman Sachs’ Builders and Innovators Summit in 2018 and 2019 and was named Inc. Magazine’s Top 100 Female Founders in 2019. Heather received the RxArt Foundation’s Innovation Award in 2019 and sits on the RxArt Board. Heather received her B.A. in Political Science from Wisconsin University. We believe Ms. Hasson’s unique entrepreneurial background make her well qualified to serve on our board of directors.
Ms. Hasson attended the Business School at University of Oxford and holds a B.A. in Political Science from the University of Wisconsin-Madison.
Cristina Antelo, Director Nominee
Cristina Antelo serves as CEO and Founding Principal of Ferox Strategies, LLC, a political strategy firm located in Washington, D.C. Prior to founding Ferox Strategies, LLC, Ms. Antelo served as Principal at The Podesta Group from 2008 to 2017. In addition, Ms. Antelo served as Interim CEO of the Congressional Hispanic Caucus Institute from 2016 to 2017. Ms. Antelo began her lobbying career in 2004, representing Fortune 500 clients at bipartisan government and public affairs firms in Washington, D.C. Ms. Antelo’s policy areas of expertise include financial services, tax, trade, border security, transportation and infrastructure, and crisis management. Prior to transitioning to government relations, Ms. Antelo worked as a Wall Street investment banker and wealth management advisor at Goldman Sachs and J.P. Morgan. She also served as a legal fellow with the Senate Democratic Steering Committee.
Ms. Antelo is active in charitable work, currently serving on the Board of Directors of the Congressional Hispanic Caucus Institute, as well as the board of the National Wildlife Federation's Action Fund. Ms. Antelo further serves on the finance committee for the March of Dimes' annual Gourmet Gala. Finally, Ms. Antelo is also on the Board of Directors for her alma mater, the Brooks School in North Andover, MA. We believe Ms. Antelo’s experience in financial services and government relations make her well qualified to serve on our board of directors.
Ms. Antelo holds a B.S. from Georgetown University and a J.D. from the George Washington University Law School.
OUR STRATEGIC ADVISORS
In addition to our management, investment team and board of directors, we will be supported by the following strategic advisors. We currently expect our strategic advisors to (i) assist us in sourcing and negotiating with potential business combination targets, (ii) provide business insights when we assess potential business combination targets and (iii) upon our request, provide business insights as we work to create additional value in the business or businesses that we acquire. In this regard, our strategic advisors will fulfil some of the same functions as our board members; however, they will not owe any fiduciary obligations to us nor will they perform board or committee functions or have any voting or decision-making capacity on our behalf. They will also not be required to devote any specific amount of time to our efforts. While certain of our strategic advisors have ownership interests in our sponsor, none of our strategic advisors have any employment, consulting fee or other similar compensation arrangements with us.
Johan Bergqvist, Special Advisor
Johan Bergqvist, currently is the CFO of Bolt, a transportation platform providing ride-hailing, micromobility, and food delivery services. Bolt is headquartered in Tallinn, Estonia and operates in over 200 cities in 40 countries in Europe, Africa, Western Asia and North America. Today Bolt is considered one of the fasted growing mobility companies in the world. As the CFO of Bolt Mr. Bergqvist has overseen several significant rounds of equity and debt financings. Prior to joining Bolt, Mr. Bergqvist was the VP of Corporate Finance and Treasury at Spotify. During his Spotify career, he helped the company scale from a few hundred million in revenue to several billions. Mr. Bergqvist was a part of the core team that listed Spotify on the New York Stock Exchange at a $30 billion valuation, making it the highest-valued
European tech startup at the time. We believe Mr Bergqvist’s Mobility 2.0 and New Age Media expertise, along with his strong European connections, make him well qualified to serve as a strategic advisor.
Kenneth Hahn, Special Advisor
Kenneth Hahn presently serves as the Chief Financial Officer of Coursera, a high-growth private online education company. Mr. Hahn brings more than twenty years of experience as the Chief Financial Officer of several public and private companies: Collective Health, Icontrol Networks (acquired by Comcast), QuinStreet (Nasdaq: QNST), Borland Software (Nasdaq: BORL), and Extensity (Nasdaq: EXTN). Mr. Hahn led the IPOs, as CFO, of QuinStreet and Extensity and has extensive operational mergers and acquisitions experience, both on the buyside and sellside, of private and public companies. He has a deep network of operating professionals and board members from his thirty years of experience in Silicon Valley. Prior to his executive roles, his professional services background included eight years at the Boston Consulting Group and PricewaterhouseCoopers. Mr. Hahn holds a BA in Business from CSU Fullerton, summa cum laude, and an MBA from Stanford University, where he was named an Arjay Miller Scholar. He has also earned CPA (inactive) and CMA credentials. We believe Mr. Hahn’s deep financial and business creation skills make him a valuable member of our strategic advisors
Mike Linton, Special Advisor
Mike Linton serves as Chief Revenue Officer at Ancestry. Mr. Linton joined Ancestry in September 2019, to lead consumer and product marketing with a focus on accelerating growth and continuing to build a global brand that consumers love and trust. Prior to Ancestry, he served as CMO of Farmers Insurance where his responsibilities included marketing, research, strategic planning, internal and external communications, customer experience and the company’s digital and mobile efforts. In his 30-year marketing and general management career Mr. Linton has also worked at Procter & Gamble, Progressive Insurance, BestBuy and eBay, to name a few. He is on the Board of Directors of Medical Solutions and The Wine Group and advises a number of early-stage companies. Among numerous awards, Mr. Linton has won 4 Effies, a Valiente and was named by Ad Age as one of the most influential 30 marketers. In 2017, he was named one of the 50 Most Innovative CMO’s in the World by Business Insider. Mr. Linton holds an MBA from Duke’s Fuqua School of Business and a BS/BA in Business from Bowling Green State University. We believe Mr. Linton’s extensive marketing expertise and brand building skills make him a valuable member of our strategic advisors.
John McAteer, Special Advisor
John McAteer currently oversees all aspects of Google’s relationships with Retail, Consumer Electronics, and Telco partnerships and clients. In addition, Mr. McAteer works directly with Google’s product organization to ensure that Google’s Retail and Tech client’s interests/needs are being met. In his 15 years plus at Google, Mr. McAteer has had the opportunity to form strong relationships with many of Google’s top partners (Apple, Amazon, Walmart, Samsung, Verizon to name a few) His vantage point as head of Sales and operations has given him a unique perspective and understanding of what companies are doing well - or not doing well - in order to take advantage of their digital presence. Prior to joining Google, Mr. McAteer was VP, Sales and Merchandising, for PriceGrabber Inc. where he was responsible for relationships to retailers and manufacturers. Earlier in his career, he was a VP of Sales and Business Development at Evite and prior to that at PC World Online and at Ziff-Davis Publishing. He currently sits on the Board of the National Retail Federation (NRF) as well as an advisor to several early to late-stage Tech start-ups. Mr. McAteer holds a B.S. in Finance from California State University - Sacramento. We believe Mr. McAteer’s unique experience at Google and outstanding network of relationships make him well qualified to serve as a strategic advisor.
Ilan Nissan, Special Advisor
Ilan Nissan is a senior partner in Goodwin’s Private Equity and Mergers & Acquisitions business and leads the practice in New York. Mr. Nissan’s clients include many of the top alternative asset managers in the world including private equity funds, venture capital funds, hedge funds and family offices. Since 2003, he has been a Lecturer-in-Law at Columbia University Law School, where he teaches a course focusing on mergers and acquisitions, private equity, venture capital and legal transactional strategies.
Mr. Nissan holds a JD from Boston University School of Law and a BS at SUNY, Albany. We believe Mr. Nissan is well-qualified to serve as a strategic advisor given his extensive M&A experience and vast network of venture company relationships.
Steve Papa, Special Advisor
Steve Papa is Founder and CEO of Parallel Wireless, the world’s first fully 5G-native architecture for 2G/3G/4G/5G that is built on 100% open COTS components from RAN through core. He was the founder and CEO of Endeca, which he sold to Oracle for $1B in 2011. Endeca pioneered Guided Navigation, one of the leading search innovations of the decade, and made it an industry standard online. Prior to Endeca, Mr. Papa was a part of the original MIT team creating Akamai, a member of the early team at Inktomi in charge of creating the company’s infrastructure caching business, and spent time at Teradata and also at Venrock, the Rockefeller Family’s venture capital arm. Mr. Papa is also a Founding Partner at Toast and current Board Member, Founding Partner of Shoobx and Founding investor and Partner at Kandou Bus S.A. He holds an MBA from Harvard Business School and a BSE in Engineering and Economics from Princeton University. We believe Mr. Papa’s depth of industry knowledge, broad network, and experience scaling companies makes him a valuable member of our strategic advisors.
William Tanona, Special Advisor
William Tanona serves as Senior Vice President of Corporate Development & Investor Relations, providing planning, advisory and execution leadership on mergers and acquisitions, strategic investments and joint ventures. Prior to SoFi, Mr. Tanona was the President, CFO and Treasurer of GSV Capital Corp, a late-stage publicly traded venture capital fund. Prior to joining GSV, he spent nearly two decades at J.P. Morgan, Goldman Sachs, UBS and Fortress Investment Group. Mr. Tanona received a BS in Accounting from Villanova University and is a CFA charterholder. We believe Mr. Tanona is well qualified to serve as a strategic advisor given his extensive experience in growth venture equity and the fintech sector specifically.
In addition to our management team, independent board members and strategic advisors our Company will leverage our sponsor’s extensive research and origination teams based in San Francisco, CA, Chicago, IL, Greenwich, CT and Zurich, Switzerland. This team will assist our Company with target identification, target due diligence, financial analysis, public peer comparison studies and public market reception evaluation in both the U.S. and Europe.
OUR FORWARD PURCHASE AGREEMENT AND COMMITTED CAPITAL
Our sponsor has committed to enter into a forward purchase agreement with us that will provide for the purchase by our sponsor or an affiliate of our sponsor, in the aggregate, of 5,000,000 forward purchase securities, for an aggregate purchase price of $50,000,000, with each forward purchase security consisting of one Class A ordinary share and one-third of one redeemable warrant, in each case, for $10.00 per forward purchase security, in a private placement to close substantially concurrently with the closing of our initial business combination. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase securities sold pursuant to the forward purchase agreement will be identical to the Class A ordinary shares and redeemable warrants included in the units being sold in this offering, respectively, except that our sponsor or an affiliate of our sponsor, as applicable, will have certain registration rights, as described herein. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company.
OUR MARKET OPPORTUNITY
G Squared Ascend II will focus its search for business combination targets on companies operating in the following six technological mega-trends: Software-as-a Service, Online Marketplaces, Mobility 2.0/Logistics, FinTech/InsurTech, New Age Media, and Sustainability. We believe that these sectors are poised for continued significant growth driven by innovation and disruption that, coupled with our management team’s proficiency and expertise, will provide attractive opportunities for G Squared Ascend.
Moreover, in addition to US-based companies, we believe that there are numerous attractive European companies operating around these segments which benefit from the same trends and have a global appeal. As of late 2020, the year was on track to set a new record of capital invested into European technology companies, with total investment projected to reach over $40 billion, per dealroom.co. The unicorn pipeline also continues to steadily grow with 18 new unicorns in 2020. According to dealroom.co, the total number of unicorns has now reached more than 200 and there are many more fast-growing startups likely to join this list soon. We believe that the proliferation of late-stage European unicorns adds to the US IPO pipeline for the coming months and years. Moreover, several high profile European-based unicorns have recently chosen to go public in the US via mergers with SPACs. As the pipeline of IPO candidates continues to grow, we expect for many companies to seek paths to liquidity setting Europe up to be a prime destination for our acquisition strategy.
We have significant experience investing in market leaders in each of the segments that we have identified, which we believe makes us well positioned to identify merger targets and affect successful business combinations. Our investment experience in each of these megatrends include current and successfully exited investments by G Squared, including:
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Software-as-a-Service: Blend, Brex, Metromile, Synack, Tipalti, Toast, UiPath and Unqork. Exited positions include Asana, Dropbox and Jamf Software.
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Online Marketplaces: Airbnb, Auto1, Capsule, Collective Health, Instacart, Kurly, Omio, Maisonette and Sonder. Exited positions include Alibaba and Meituan.
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Mobility 2.0/Logistics: Bolt, Convoy, Flexport, Turo and Transfix. Exited positions include Uber and Lyft.
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Fintech/InsurTech: Brex, Blend, Wefox, SoFi, Revolut, Toss, Fast, Next Insurance and Imagine. Exited positions include Lemonade.
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New Age Media: Coursera. Exited positions include Pinterest, Peloton, Snap, Spotify and Twitter.
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Sustainability: 23&Me, Indigo, and Impossible Foods. Exited positions include Bloom Energy.
The foregoing themes are not intended to be exhaustive. We may pursue an initial business combination with a target business in any industry, sector or geographic location we choose.
We are focused on identifying businesses with good fundamentals and management teams that have significant growth ahead of them as well as demonstrating a clear path towards profitability. We believe the current environment affords us the opportunity to acquire a business that balances growth and profit for long term success in the public markets. There are a significant number of large US and European private companies that have raised record amounts of capital and have opted to stay private longer. According to CB Insights, as of January 2021, 518 venture-backed private equity companies were valued at over $1 billion.
OUR MISSION AND CRITERIA
G Squared Ascend II will build on our sponsor’s vision to provide current and future investors greater access to leading growth companies through a systemic strategy we call “ASCEND”. The ASCEND strategy will provide the growth ecosystem an “Exit-as-a-Service” capability to augment G Squared’s existing secondaries solutions proficiency. ASCEND will further provide growth companies and their investors a favorable alternative to the conventional IPO and M&A exit paths. G Squared’s ASCEND strategy will provide the Company with an ideal partner to facilitate a public listing.
The combination of our sponsor and our structure provides the following benefits to our partner companies and investors:
Alignment of Interests—The Company serves as a natural extension of the service we provide our portfolio companies as a transitional capital provider. Further, our sponsor investment will sit within private funds managed by G Squared, ensuring that the substantial majority of sponsor economics earned will be shared among our fund investors.
Structure—G Squared has developed expertise in innovative structuring of private market deal flow in order to facilitate successful, high-returning transactions. This activity includes negotiating RoFR rights, converts, virtual options, employee tenders, forward purchase agreements, IPO ratchets and IPO options.
Capital Raising—G Squared has deployed over $2B since 2011 across several venture funds, managed accounts and co-investments. Our business has over 200 LPs across 26 countries and six continents. Certain members of our management team hold two decades of public equity market experience.
Exit Strategy—An essential component of our investment thesis. Our research team carefully evaluates public market comparable valuation across numerous key metrics and weighs investor psychology in determining ultimate success for our investments as they transition to public markets. A long-tailed growth opportunity that has already achieved meaningful scale and profitability metrics are key underpinnings.
Network—G Squared’s transaction-based approach to constructing positions is built on the establishment of comprehensive working relationships with both peer venture capital funds and the management teams of portfolio companies. Our distinctive secondaries solutions model builds long-lasting rapport with company management teams. Core fund positions are typically built over dozens of transactions, while assisting companies with the management of their cap tables. These numerous touch points forge important associations while extending our network reach across the growth stage ecosystem.
Domain Expertise—G Squared focuses on certain transformative tech-centric megatrends such as Software-as-a-Service, Online Marketplaces, Mobility 2.0, FinTech, New Age Media, and Sustainability. There is a multi-year growth profile associated with leading businesses in these categories. This core competency enhances our ability to identify a growing business that will resonate well with public market tech investors.
INVESTMENT CRITERIA
Consistent with our core values, 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.
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Size: We intend to focus on target businesses whose enterprise value is at least $1 billion; our management team believes businesses of this size have the right mix of market positioning and potential to scale and grow, while also having profitability potential.
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Scaled, high-growth asset with path to profitability: We intend to seek targets that have achieved scale and are on a predictable growth trajectory. G Squared’s target universe has already achieved commercial viability and in many cases these businesses should already be public companies. Additionally, we seek businesses that are profitable, or have a clear path to profitability, and the ability to grow that profitability over time.
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Product: We will seek businesses with a strong competitive position with a product that fits within G Squared’s sectors/megatrends of focus with a first mover advantage or a sizable market share in their segment and the opportunity to achieve market leadership.
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Competitive moat: We intend to identify businesses with defensible technology, intellectual property rights, branding or market positioning. Further, we emphasize an organization’s ability to evolve with a changing market in order to continue to be the disruptor rather than the disrupted as the business gains scale.
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People: We intend to underwrite the (i) background and experience of management teams; (ii) analyzing the composition of the board of directors and existing investor base; and (iii) leveraging sector relationships across G Squared’s ecosystem. We believe our insights into private companies’ abilities to forecast an outlook will prove advantageous in selecting a target that is ready for public markets.
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Comprehensive public and private valuation screening: (i) Evaluate company potential in the context of our sponsor’s extensive database of growth company data; (ii) conservatively forward-model financial statements with skeptical attention to profitability and (iii) evaluate capital structure and deal structure.
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Returns driven analysis: Our sponsor’s returns driven analysis will be utilized to identify a merger candidate that meets or exceeds the Company’s “Base Case” financial projections while providing DCF and IRR math that support a successful public market debut of our combined business.
Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria, and guidelines that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC.
OUR ACQUISITION PROCESS
We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Certain members of our management team are officers or directors of GSQD or are employed by G Squared or its affiliates. G Squared and GSQD are continuously made aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have not (nor has anyone on our behalf) contacted, or had any discussions, formal or otherwise with, any prospective target business with respect to a business combination transaction with us.
All of our officers and certain of our directors have fiduciary and contractual duties to G Squared and GSQD and to certain companies in which G Squared has invested. These entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. Subject to his or her fiduciary duties under Cayman Islands law, none of the members of our management team who are also officers or directors of GSQD or are employed by G Squared or GSQD or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware. Our sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies or special purpose acquisition companies, including in connection with their initial business combinations, prior to us completing our initial business combination. Our management team, in their capacities as directors, officers or employees of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, including GSQD, current or future entities affiliated with or managed by G Squared, our sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties. Our amended and restated 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 us and it is an opportunity that we are able to complete on a reasonable basis. For more information, see the section entitled “Management—Conflicts of Interest.”
Our directors and officers are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See “Risk Factors—Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.”
General
We are a newly incorporated blank check company incorporated on February 12, 2021 as a Cayman Islands exempted company incorporated for the purpose of partnering with founders, operators, and entrepreneurs to build great companies and advance the innovation economy by offering an alternate path to the public markets, which we will achieve by effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination partner and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination partner. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination.
While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries that complement our founding team’s background, and to capitalize on the ability of our founding team to identify and acquire a business, focusing on the technology industry.
Initial Business Combination
The NYSE rules and our amended and restated memorandum and articles of association require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the 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 discount). We refer to this as the 80% net assets test. If our board of directors (the “board”) is not able to independently determine the fair market value of the partner business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders 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% but more of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the partner or is otherwise not required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post business combination company owns or acquires 50% or more of the voting securities of the partner, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the partner and us in the business combination transaction. If less than 100% of the equity interests or assets of a partner business or businesses are owned or acquired by the post business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one partner business, the 80% be based on the aggregate value of all of the partner businesses and we will treat the partner businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable.
While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a partner business or businesses, our board may be unable to do so if our board is less familiar or experienced with the partner company’s business, there is a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the partner business meets the 80% of net assets test, unless such opinion includes material
information regarding the valuation of a partner business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion.
We may pursue an initial business combination opportunity jointly with our sponsor, G Squared or one or more of its affiliates and/or investors in G Squared, which we refer to as an “Affiliated Joint Acquisition.” Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. Any such issuance of equity or equity-linked securities would, on a fully diluted basis, reduce the percentage ownership of our then-existing stockholders. Notwithstanding the foregoing, pursuant to the anti-dilution provisions of our Class B ordinary shares, issuances or deemed issuances of Class A ordinary shares or equity-linked securities (other than the forward purchase securities) would result in an adjustment to the ratio at which Class B ordinary shares shall convert into Class A ordinary such that our sponsor and its permitted transferees, if any, would retain its aggregate percentage ownership at 20%, on an as- converted basis, of the sum of the total number of ordinary shares issued and outstanding upon the consummation of this offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination, any forward purchase securities, and any private placement warrants issued to our sponsor, members of our founding team or any of their affiliates upon conversion of working capital loans, unless the holders of a majority of the then outstanding Class B ordinary agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. Neither our sponsor nor G Squared nor any of their respective affiliates, have an obligation to make any such investment.
Our sponsor has committed to enter into a forward purchase agreement with us that will provide for the purchase by our sponsor or an affiliate of our sponsor, in the aggregate, of 5,000,000 forward purchase securities, for an aggregate purchase price of $50,000,000, with each forward purchase security consisting of one Class A ordinary share and one-third of one redeemable warrant, in each case, for $10.00 per forward purchase security, in a private placement to close substantially concurrently with the closing of our initial business combination. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase securities sold pursuant to the forward purchase agreement will be identical to the Class A ordinary shares and redeemable warrants included in the units being sold in this offering, respectively, except that our sponsor or an affiliate of our sponsor, as applicable, will have certain registration rights, as described herein. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company.
Other Considerations
We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with G Squared, our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with G Squared, our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view.
Affiliates of G Squared and members of our board of directors will directly or indirectly own founder shares and 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 or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination.
We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. G Squared and GSQD are continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with us and we will not consider a business combination with any company that has already been identified to G Squared or GSQD as a suitable acquisition candidate for it, unless G Squared or GSQD, as applicable, in its sole discretion, declines such potential business combination or, in the case of G Squared, makes available to us a co-investment opportunity in accordance with G Squared’s applicable existing and future policies and procedures. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to select or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to select or locate any such acquisition candidate.
G Squared may manage multiple investment vehicles and raise additional funds and/or successor funds in the future, which may be during the period in which we are seeking our initial business combination. These G Squared investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity.
In addition, each of our officers and directors presently have and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, G Squared and GSQD, investment funds, accounts, co-investment vehicles and other entities managed by affiliates of G Squared and certain companies in which G Squared or such entities have invested. As a result, if any of our founders, officers or directors becomes aware of a business combination opportunity, which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, GSQD, G Squared, any G Squared funds or other investment vehicles), then, subject to their fiduciary duties under applicable law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to G Squared, GSQD or our founders may be suitable for us and GSQD, a current or future G Squared fund, portfolio company or other investment entity and, subject to applicable fiduciary duties, will first be directed to GSQD, such fund, portfolio company or other entity before being directed, if at all, to us. None of G Squared, GSQD, our founders or any members of our board of directors who serve as an officer or director of GSQD or are also employed by G Squared or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or executives of G Squared.
In addition, our founders, 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 management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our founders, officers and certain of our directors have, and will have in the future, time and attention requirements for GSQD, current and future special purposes acquisition companies and investment funds, accounts, co-investment vehicles and other entities managed by G Squared. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, GSQD, other special purpose acquisition companies or investments funds, accounts, co-investment vehicles and other entities managed by G Squared (including, without limitation, arising as a result of certain of our founders, officers and directors being required to offer acquisition opportunities to GSQD, other special purpose acquisition companies or such investment funds, accounts, co-investment vehicles and other entities), GSQD, such other special purpose acquisition companies and G Squared and its affiliates
will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor.
Corporate Information
Our executive offices are located at 205 N Michigan Ave., Suite 3770, Chicago, IL 60601. We maintain a corporate website at [www.gsquaredascendII.com.] The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part.
We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.
We are 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 Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, 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” 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 is equal to or exceeds $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30. 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.
THE OFFERING
In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our founding 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” of this prospectus.
12,500,000 units (or 14,375,000 units if the underwriters’ over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of:
➤
one Class A ordinary share; and
➤
one-third of one redeemable warrant.
Units: “GSQB.U”
Class A ordinary shares: “GSQB”
Warrants: “GSQB.W”
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 UBS Securities LLC inform us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. 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 five 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(1)
Ordinary shares:
Number outstanding before this
offering
3,125,000(2)(3)
Number outstanding after this
offering
15,625,000(1)(2)(3)(4)
Warrants:
Number of private placement warrants to be sold in a private placement simultaneously with this offering
4,966,667(1)
Number of warrants to be outstanding after this offering and the private placement
9,133,333(1)(4)
(1)
Assumes no exercise of the underwriters’ over-allotment option.
(2)
Founder shares are currently classified as Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption “Founder shares conversion and anti-dilution rights” and in our amended and restated memorandum and articles of association.
(3)
Does not include up to 468,750 founder shares that are currently outstanding and subject to forfeiture if the underwriters’ overallotment option is not exercised.
(4)
Includes 4,166,667 public warrants included in the units sold in this offering and 4,966,667 private placement warrants to be sold in the private placement.
Each whole warrant sold in this offering is exercisable to purchase one Class A ordinary share, subject to adjustment as described herein. Only whole warrants are exercisable.
We structured each unit to contain one-third of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of 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 partner businesses.
$11.50 per whole 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 or forward purchase securities held by our initial shareholders or such affiliates as applicable, prior to such issuance), or 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 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, and the $10.00 and $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per Class A ordinary share equal or exceed $10.00”) and “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 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
The forward purchase warrants will be exercisable on the same terms as the warrants offered as part of the units.
The warrants will become exercisable 30 days after the completion of our initial business combination, provided that we have an effective registration statement under the Securities Act covering the issuance of 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, including as a result of a notice of redemption described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00). 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 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary
shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that 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. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the 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, but 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 completion of our initial business combination 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 for cash when the price per Class A ordinary share equals or exceeds $18.00
Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):
➤
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 closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the “Reference Value”).
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.
Any such exercise would not be on a “cashless” basis and would require the exercising warrant holder to pay the exercise
price for each warrant being exercised. Except as described in this prospectus, none of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees.
The forward purchase warrants will be redeemable on the same terms as the warrants offered as part of the units being sold in this offering.
Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00
Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement 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 set forth under “Description of Securities—Warrants—Public Shareholders’ Warrants and Forward Purchase Warrants” based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below);
➤
if, and only if, the closing price of our Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) 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 Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like, then the private placement warrants must also be concurrently called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) 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 for the 10 trading days 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-day trading 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 and Forward Purchase Warrants” for additional information.
The forward purchase warrants will be redeemable on the same terms as the warrants offered as part of the units being sold in this offering.
Forward Purchase Securities
Our sponsor has committed to enter into a forward purchase agreement with us that will provide for the purchase by our sponsor or an affiliate of our sponsor, in the aggregate, of 5,000,000 forward purchase securities, for an aggregate purchase price of $50,000,000, with each forward purchase security consisting of one Class A ordinary share and one-third of one redeemable warrant, in each case, for $10.00 per forward purchase security, in a private placement to close substantially concurrently with the closing of our initial business combination. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase securities sold pursuant to the forward purchase agreement will be identical to the Class A ordinary shares and redeemable warrants included in the units being sold in this offering, respectively, except that our sponsor or an affiliate of our sponsor, as applicable, will have certain registration rights, as described herein. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company.
On February 26, 2021, our sponsor paid $25,000, or approximately $0.007 per share, to cover for certain expenses in consideration for 3,593,750 founder shares.
Prior to the initial investment in us of $25,000 by the sponsor, we had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to us by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender or redemption 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 ownership of our initial shareholders (and their permitted transferees), on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Up to 468,750 founder shares held by our sponsor are subject to forfeiture, depending on the extent to which the underwriter’s over-allotment option is exercised.
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 the completion of 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;
➤
our sponsor and our founding team have entered into an 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, (ii) to waive their redemption rights with respect to any founder shares and any public shares purchased during or after this offering in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would 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 24 months 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 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 consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering). 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 the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our founding team 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 to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised);
➤
the founder shares will automatically convert into our
Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption “Founder shares conversion and anti-dilution rights” and in our amended and restated memorandum and articles of association; and
➤
the founder shares are entitled to registration rights.
Transfer restrictions on founder
shares
Except as described herein, our initial shareholders have agreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our 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 on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) any of their private placement warrants, and Class A ordinary shares issued upon conversion or exercise thereof until 30 days after the completion of our initial business combination. Any permitted transferees would be subject to the same restrictions and other agreements of our sponsor and founding team with respect to any founder shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof.
Founder shares conversion and anti-dilution rights
The founder shares are designated as Class B ordinary shares and will automatically convert into Class A ordinary shares on the first business day following the consummation of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as- converted basis, 20% of the sum of the total number of ordinary shares issued and outstanding upon the consummation of this offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by us in connection with or in relation to the consummation of the initial business combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination, any forward purchase securities, and any private placement warrants issued upon conversion of working capital loans. Any conversion of Class B ordinary shares described herein will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter
of Cayman Islands law. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.
The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt.
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 our board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a resolution passed by a majority of our Class B ordinary shares. 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 or the applicable rules of the NYSE then in effect, 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.
Our amended and restated memorandum and articles of association provide that our board of directors will be 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.
Private placement warrants
Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 4,966,667 private placement warrants (or 5,341,667 private placement warrants if the underwriters’ overallotment option is exercised in full) for a purchase price of $7,450,000 (or $8,012,500 if the underwriter’s over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If we do not complete our initial business combination within 24 months from the closing of this offering, the private placement warrants will expire worthless. The private placement warrants will be non- redeemable by us (except as set forth under “Description of Securities—Warrants—Public Shareholders’ Warrants and Forward Purchase Warrants—Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00”) and exercisable on a cashless basis (see “Description of Securities—Warrants—Private Placement Warrants”).
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.”
Cashless exercise of private placement warrants
If holders of private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their 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 “historical fair market value” over the exercise price of the warrants by (x) the historical fair market value. The “historical fair market value” will mean 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 warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis is because it is not known at this time whether the holder thereof 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 restrict insiders from selling our securities except during specific periods.
Proceeds to be held in trust account
$126,250,000 (or $145,187,500 if the over-allotment option is exercised in full) of the net proceeds of this offering and the proceeds we will receive from the sale of the private warrants, or $10.10 per unit sold to the public in this offering, will be deposited in a segregated trust account located in the United States with Continental Stock Transfer & Trust Company, acting as trustee pursuant to an agreement to be signed on the date of this prospectus and approximately $2,700,000 will be used to pay expenses in connection with the closing of this offering and approximately $1,000,000 will be used for working capital following this offering. These proceeds include $4,375,000 ($5,031,250 if the underwriters’ over-allotment option is exercised in full) in deferred underwriting commissions which will be paid to the underwriters upon the closing of the business combination. Of the proceeds we receive from the sale of the private placement warrants described in this prospectus, our sponsor has agreed to deposit $1,250,000 (or $1,437,500 if the underwriters’ over-allotment option is exercised in full) ($0.10 per share in either case) into a trust account in connection with this offering. The remainder of the net proceeds of this offering will not be held in the trust account.
Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, our amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from this offering and the sale of the private
placement warrants held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a (A) shareholder vote to amend our amended and restated memorandum and articles of association 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 24 months 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 pre-initial business combination activity, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. 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
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 income (if any) to pay our income taxes, if any. 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. Assuming an interest rate of 0.1% per year, we estimate the interest earned on the trust account will be approximately $250,000 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:
➤
the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $2,700,000 in expenses relating to this offering; and the deposit by our sponsor of $1,250,000 (or $1,437,500 if the underwriters’ over-allotment option is exercised in full)
($0.10 per share in either case) into the trust account in connection with this offering; and
➤
any loans or additional investments from our sponsor or certain of our officers and directors, although they are under no obligation to advance funds or invest in us, and provided 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.
Conditions to completing our initial business combination
NYSE rules and our amended and restated memorandum and articles of association require that our initial business combination must occur with one or more partner businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination. If our board of directors is not able to independently determine the fair market value of the partner business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion.
We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the partner or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the partner, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the partner and us in the business combination transaction. If less than 100% of the equity interests or assets of a partner business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one partner business, the 80% of net assets test will be based on the aggregate value of all of the partner businesses and we will treat the partner businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable
Permitted purchases and other transactions with respect to 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, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to the completion of our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive 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 public shares or warrants in such transactions. If our sponsor, directors, executive officers, advisors or their affiliates 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 Securities Exchange Act of 1934, as amended (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 be required to comply with such rules. 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 and Other Transactions with Respect to Our Securities” for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction.
The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a partner 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. 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.
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 income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations 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 underwriter. The redemption right may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and each member of our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after this offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would 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 24 months 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 pre-initial business combination activity.
Limitations on redemptions
Our amended and restated memorandum and articles of association 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. However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the partner or its owners, (ii) cash to be transferred to the partner for working capital
or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. 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, and 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.
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 general meeting called to approve the business combination or (ii) 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 requirement. 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 issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons.
If we hold a shareholder vote to approve our initial business combination, we will:
➤
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of 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 we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and our founding team 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 to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised). Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days’ notice will be given of any such general meeting.
If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:
➤
conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of 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 the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and 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. 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
Limitation on redemption rights of shareholders holding more than 15% 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 amended and restated memorandum and articles of association provides that a public shareholder, together with
any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the 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 founders 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 founding team 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 partner 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 disbursed directly by the trustee to pay amounts due to any public shareholders who properly exercise their redemption rights as described above adjacent to the caption “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 partner or owners of the partner 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 or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-business combination 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 amended and restated memorandum and articles of association provides that we will have only 24 months from the closing of this offering to consummate our initial business combination. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem 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 income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then- outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of 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 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 consummate an initial business combination within 24 months from the closing of this offering.
Our initial shareholders have entered into an agreement 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 or private placement warrants they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering).
The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not consummate an initial business combination within 24 months from the closing of this offering 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 amended and restated memorandum and articles of association (A) that would 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 24 months 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 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 income taxes, if any, divided by the number of the then- outstanding public shares, subject to the limitations described above adjacent to the caption “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 Regulation 14A of 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. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person.
Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.
Limited payments to insiders
There will be no finder’s fees, reimbursements or cash payments made by the company to our sponsor, officers or directors, or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination:
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repayment of up to an aggregate of $300,000 in loans made to us by our sponsor to cover offering- related and organizational expenses;
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reimbursement for office space, secretarial and administrative services provided to us by our sponsor, in the amount of $10,000 per month;
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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 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 company at a price of $1.50 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.
Any such payments will be made either (i) prior to the completion of our initial business combination using proceeds of this offering and the sale of the private placement warrants held outside the trust account or from loans made to us by our sponsor or an affiliate of our sponsor or certain of our officers and directors or (ii) in connection with or after the consummation of our initial business combination.
We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, 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.”
All of our officers and certain of our directors have fiduciary and contractual duties to G Squared and GSQD and to certain companies in which G Squared has invested. These entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. Subject to his or her fiduciary duties under Cayman Islands law, none of the members of our management team who are also officers or directors of GSQD or are employed by G Squared or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware. Our sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies or special purpose acquisition companies, including in connection with their initial business combinations, prior to us completing our initial business combination. Our management team, in their capacities as directors, officers or employees of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, including GSQD, current or future entities affiliated with or managed by G Squared, our sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary
duties under Cayman Islands law and any other applicable fiduciary duties. Our amended and restated 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 us and it is an opportunity that we are able to complete on a reasonable basis. For more information, see the section entitled “Management—Conflicts of Interest.”
G Squared may manage multiple investment vehicles and raise additional funds and/or successor funds in the future, which may be during the period in which we are seeking our initial business combination. These G Squared investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity.
In addition, each of our officers and directors presently have and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, G Squared and GSQD, investment funds, accounts, co-investment vehicles and other entities managed by affiliates of G Squared and certain companies in which G Squared or such entities have invested. As a result, if any of our founders, officers or directors becomes aware of a business combination opportunity, which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, GSQD, G Squared, any G Squared funds or other investment vehicles), then, subject to their fiduciary duties under applicable law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to G Squared, GSQD or our founders may be suitable for us and GSQD, a current or future G Squared fund, portfolio company or other investment entity and, subject to applicable fiduciary duties, will first be directed to GSQD, such fund, portfolio company or other entity before being directed, if at all, to us. None of G Squared, GSQD, our founders or any members of our board of directors who serve as an officer or director of GSQD or are also employed by G Squared or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or executives of G Squared.
In addition, our founders, 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 management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our founders, officers and certain of our directors have, and will have in the future,
time and attention requirements for GSQD, current and future special purposes acquisition companies and investment funds, accounts, co-investment vehicles and other entities managed by G Squared. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, GSQD, other special purpose acquisition companies or investments funds, accounts, co-investment vehicles and other entities managed by G Squared (including, without limitation, arising as a result of certain of our founders, officers and directors being required to offer acquisition opportunities to GSQD, other special purpose acquisition companies or such investment funds, accounts, co-investment vehicles and other entities), GSQD, such other special purpose acquisition companies and G Squared and its affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor.
Notwithstanding the foregoing, we may pursue an Affiliated Joint Acquisition opportunity with one or more affiliates of G Squared and/or investors in G Squared. Such entities may co-invest with us in the target business at the time of our initial business combination, including pursuant to their rights contained in the forward purchase agreement, or we could raise additional proceeds to complete the acquisition by issuing to such entities a class of equity or equity-linked securities.
SUMMARY FINANCIAL DATA
The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented.
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February 26,
2021
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Balance Sheet Data:
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Working capital (deficiency)
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$
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(7,000)
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|
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Total assets
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$
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43,000
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Total liabilities
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$
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25,000
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Shareholder's equity
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$
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18,000
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RISK FACTORS
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 newly incorporated company that has conducted no operations and has generated no revenues. 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 founding 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” of this prospectus.
You should read and carefully consider these risks, together with the risks set forth under the section entitled “Risk Factors” and all of the other information in this prospectus, including the financial statements and the related notes included elsewhere in this prospectus, before deciding whether to invest in our ordinary shares. If any of the risks discussed in this prospectus actually occur, our business, financial condition or operating results could be materially and adversely affected. In particular, our risks include, but are not limited to, the following:
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We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
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Past performance by our founding team or their affiliates may not be indicative of future performance of an investment in us.
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Our 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 shareholders do not support such a combination.
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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.
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If we seek shareholder approval of our initial business combination, our sponsor and members of our founding team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
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The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination partners, which may make it difficult for us to enter into a business combination with a partner.
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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.
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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.
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The requirement that we consummate an initial business combination within 24 months after the closing of this offering may give potential partner 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 partners, 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.
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Our search for a business combination, and any partner business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) pandemic and the status of debt and equity markets.
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We may not be able to consummate an initial business combination within 24 months after the closing of this offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.
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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.
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You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
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NYSE 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.
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You will not be entitled to protections normally afforded to investors of many other blank check companies.
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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 the 24 months following the closing of this offering, it could limit the amount available to fund our search for a partner business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or founding team to fund our search and to complete our initial business combination.
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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 share price of our securities, which could cause you to lose some or all of your investment.
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If we do not consummate an initial business combination within 24 months from the closing of this offering, our public shareholders may be forced to wait beyond such 24 months before redemption from our trust account.
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Although we have identified general criteria that we believe are important in evaluating prospective partner businesses, we may enter into our initial business combination with a partner that does not meet such criteria, and as a result, the partner business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria.
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 RELATED TO OUR BUSINESS AND FINANCIAL POSITION
We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a recently incorporated company established under the laws of the Cayman Islands with no operating results, and we will not commence operations until obtaining funding through this offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our
business objective of completing our initial business combination with one or more partner businesses. We have no plans, arrangements or understandings with any prospective partner 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.
Past performance by our founding team or their affiliates may not be indicative of future performance of an investment in us.
Information regarding performance by, or businesses associated with, our founding team or their affiliates, including GSQD or G Squared is presented for informational purposes only. Any past experience of and performance by our founding team or their affiliates, including with respect to G Squared or GSQD, is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for our initial business combination; or (2) of any results with respect to any initial business combination we may consummate. You should not rely on the historical record of our founding team or any of their affiliates’, including with respect to G Squared or GSQD, as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward.
Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
Following the completion of this offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Our sponsor and directors and officers are, or may in the future become, affiliated with entities that are engaged in a similar business. For example, Mr. Aschebrook, Mr. Ward and Mr. Hoban have also incorporated GSQD, a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting its own initial business combination. Mr. Aschebrook serves as the Chairman of the Board of GSQD, Mr. Davis serves as the Chief Executive Officer and as a director of GSQD and Mr. Hoban serves as Chief Financial Officer and as a director of GSQD. GSQD completed its initial public offering in February 2021, in which it sold 34,500,000 units, each consisting of one GSQD Class A ordinary share and one-fifth of one warrant for one GSQD Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $345,000,000. Each of the foregoing owe fiduciary duties under Cayman Islands law to GSQD. Our sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination. Moreover, certain of our directors and officers have time and attention requirements for investment funds of which affiliates of our sponsor are the investment managers.
Our directors and officers also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties, including GSQD. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to other entities prior to its presentation to us, subject to his or her fiduciary duties under Cayman Islands law. Our amended and restated 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. For a complete discussion of our officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Management—Conflicts of Interest”
Our 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 shareholders do not support such a combination.
We may not hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under applicable Cayman Islands law or stock exchange listing requirements or if we decide to hold a shareholder vote for business or other reasons. For instance,
the NYSE rules currently allow us to engage in a tender offer in lieu of a general meeting but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our issued and outstanding shares to a partner business as consideration in any business combination.
Therefore, if we were structuring a business combination that required us to issue more than 20% of our issued and outstanding ordinary shares, we would seek shareholder approval of such business combination. However, except as required by applicable law or stock exchange rule, 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. Accordingly, we may consummate our initial business combination even if holders of a majority of the outstanding ordinary shares do not approve of the business combination we consummate. 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 any partner businesses. Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval. Accordingly, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination.
RISKS RELATED TO OUR PROPOSED INITIAL BUSINESS COMBINATION
If we seek shareholder approval of our initial business combination, our sponsor and members of our founding team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
Our sponsor will own, on an as-converted basis, 20% of our issued and outstanding ordinary shares immediately following the completion of this offering. Our sponsor and members of our founding team also may from time to time purchase Class A ordinary shares prior to the completion of our initial business combination. Our amended and restated memorandum and articles of association provides that, 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 the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. 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 to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and 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 sponsor and our founding 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 partners, which may make it difficult for us to enter into a business combination with a partner.
We may seek to enter into a business combination transaction agreement with a prospective partner 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 (so that we do not then become subject to the SEC’s “penny stock” rules). Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing 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 partners 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 a large number of shares are submitted for redemption, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for additional third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The 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 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 funds in the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market.
The requirement that we consummate an initial business combination within 24 months after the closing of this offering may give potential partner 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 partners, 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 partner business with which we enter into negotiations concerning a business combination will be aware that we must consummate an initial business combination within 24 months from the closing of this offering.
Consequently, such partner business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination within the required time period with that particular partner business, we may be unable to complete our initial business combination with any partner 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 search for a business combination, and any partner business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) pandemic and the status of debt and equity markets.
In March 2020, the World Health Organization declared novel coronavirus disease 2019 (COVID-19) a global pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, lowered equity market valuations, created significant volatility and disruption in financial markets, and increased unemployment levels, all of which may become heightened concerns upon a second wave of infection or future developments. In addition, the pandemic has resulted in temporary closures of many businesses and the institution of social distancing and sheltering in place requirements in many states and communities. The COVID-19 pandemic 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 partner 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 concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors or the partner 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 partner 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 and third-party financing being unavailable on terms acceptable to us or at all.
We may not be able to consummate an initial business combination within 24 months after the closing of this offering, in which case 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 partner business and consummate an initial business combination within 24 months 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 COVID-19 pandemic continues to grow both in the U.S. and globally and, while the extent of the impact of the pandemic 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 COVID-19 pandemic may negatively impact businesses we may seek to acquire. If we have not consummated an initial business combination within such applicable time 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 income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of 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 the requirements of other applicable law. Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only $10.10 per public share, or less than
$10.10 per public share, on the redemption of their shares, and our warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per public share” and other risk factors herein.
If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants.
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or 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. 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 public shares or warrants in such transactions.
In the event that our sponsor, 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 transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a partner 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. 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.
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 and Other Transactions with Respect to Our Securities” for a description of how our sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction.
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 solicitation or tender offer materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly redeem or tender public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed. See “Proposed Business—Effecting Our Initial Business Combination—Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights.”
You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. 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 amended and restated 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 24 months 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 pre-initial business combination activity, and (iii) the redemption of our public shares if we have not consummated an initial business within 24 months from the closing of this offering, subject to applicable law and as further described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or 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.
NYSE 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.
We intend to apply to have our units listed on NYSE on the date of this prospectus and our Class A ordinary shares and warrants on or promptly after their date of separation. Although after giving effect to this offering we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in NYSE’s listing standards, our securities may not be, or may not continue to be, listed on NYSE in the future or prior to the completion of our initial business combination. In order to continue listing our securities on NYSE prior to the completion of our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum amount in shareholders’ equity (generally $1,100,000) and a minimum number of holders of our securities (generally 400 public holders). Additionally, our units will not be traded after completion of our initial business combination and, in connection with our initial business combination, we will be required to demonstrate compliance with NYSE’s initial listing requirements, which are more rigorous than NYSE’s continued listing requirements, in order to continue to maintain the listing of our securities on NYSE. For instance, the share price of our securities would generally be required to be at least $4.00 per share and our shareholders’ equity would generally be required to be at least $5,000,000 and we would be required to have a minimum of 400 round-lot holders. We may not be able to meet those initial listing requirements at that time.
If NYSE 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; 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 NYSE, 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 covered securities, the
federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on NYSE, 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.
In evaluating a prospective target business for our initial business combination, our management will rely on the availability of all of the funds from the sale of the forward purchase securities to be used as part of the consideration to the sellers in the initial business combination. If the sale of some or all of the forward purchase securities fails to close, for any reason, we may lack sufficient funds to consummate our initial business combination.
We will enter into a forward purchase agreement pursuant to which our sponsor or an affiliate of our sponsor will purchase forward purchase securities for $50,000,000 in the aggregate, in a private placement to close substantially concurrently with our initial business combination. The funds from the sale of forward purchase securities 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 obligations under the forward purchase agreement will not depend on whether any public shareholders elect to redeem their shares and will provide us with a minimum funding level for the initial business combination.
If the sale of some or all of the forward purchase securities does not close for any reason, including by reason of the failure by our sponsor or an affiliate of our sponsor to fund the purchase price for the forward purchase securities, we may lack sufficient funds to consummate our initial business combination. The obligations of our sponsor or its affiliate to purchase its forward purchase securities will be subject to fulfillment of customary closing conditions. In the event of any such failure to fund by our sponsor or its affiliate, any obligation is so terminated or any such closing condition is not satisfied and not waived by our sponsor or its affiliate, we may lack sufficient funds to consummate our initial business combination.
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 partner 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 $5,000,000 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 amended and
restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the 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, which we refer to as the “Excess Shares,” without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.
As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could result in our inability to find a target or to consummate an initial business combination.
In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies preparing for an initial public offering, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available to consummate an initial business combination.
In addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause targets companies to demand improved financial terms.
Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.
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 do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.10 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous partner 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 partner 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 partner 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. Partner 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 have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.10 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per public share” and other risk factors herein.
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 the 24 months following the closing of this offering, it could limit the amount available to fund our search for a partner business or businesses and complete our initial business combination, and we will depend on loans from our sponsor or founding team to fund our search and to complete our initial business combination.
Of the net proceeds of this offering and the sale of the private placement warrants, only $1,000,000 will be available to us initially outside the trust account to fund our working capital requirements. We believe that, upon the closing of this offering, the funds available to us outside of the trust account, together with funds available from loans from our sponsor, members of our founding team or any of their affiliates will be sufficient to allow us to operate for at least the 24 months following the closing of this offering; however, our estimate may not be accurate, and our sponsor, members of our founding team or any of their affiliates are under no obligation to advance funds to us in such circumstances. Of the funds available to us, we expect to use a portion of the funds available to us to pay fees to consultants to assist us with our search for a partner 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 designed to keep partner businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such partner 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 where we paid for the right to receive exclusivity from a partner 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 partner business.
In the event that our offering expenses exceed our estimate of $2,700,000, we may fund such excess with funds not to be held in the trust account. In such case, unless funded by the proceeds of loans available from our sponsor, members of our founding team or any of their affiliates, 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 $2,700,000, 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, members of our founding team or any of their affiliates or other third parties to operate or may be forced to liquidate.
Neither our sponsor, members of our founding team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances may 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 $1.50 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, members of our founding team or any of their affiliates 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 do not complete our initial business combination within the required time period 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 public share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per public share” and other risk factors herein.
Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the share price of our securities, which could cause you to lose some or all of your investment.
Even if we conduct due diligence on a partner business with which we combine, this diligence may not surface all material issues with a particular partner business. In addition, factors outside of the partner business and outside of our control may 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 partner business or by virtue of our obtaining post-combination debt financing.
Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities.
Such 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.
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 public 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 (excluding our independent registered public accounting firm), prospective partner 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 founders will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if our founding team believes that such third party’s engagement would be significantly more beneficial to us than any alternative.
Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by our founding team to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where our founding team 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 have not consummated an initial business combination within 24 months from the closing of this offering, 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 (excluding our independent registered public accounting firm) for services rendered or products sold to us, or a prospective partner business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per 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 net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third party or prospective partner business who executed a waiver of any and all rights to seek access to the trust account 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. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims.
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. Our sponsor may not be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective partner businesses.
Since only holders of our founder shares will have the right to vote on the appointment of directors, upon the listing of our shares on the NYSE, the NYSE may consider us to be a ‘controlled company’ within the meaning of the NYSE rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.
After completion of this offering, prior to our initial business combination only holders of our founder shares will have the right to vote on the appointment of directors. As a result, the NYSE may consider us to be a ‘controlled company’ within the meaning of the NYSE corporate governance standards. Under the NYSE 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 the NYSE;
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we have a compensation committee of our board that is comprised entirely of independent directors with a written charter
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addressing the committee’s purpose and responsibilities; and
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we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of the NYSE, 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 the NYSE corporate governance requirements.
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 public share and (ii) the actual amount per 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 net of the interest that may be withdrawn to pay our tax obligations, 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 public share.
The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public 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. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we do not to complete our initial business combination or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial business combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.10 per share.
If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy or insolvency 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 or insolvency petition or an involuntary bankruptcy or insolvency 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 or insolvency 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, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.
If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency 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 or insolvency petition or an involuntary bankruptcy or insolvency 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, each of which may make it difficult for us to complete our initial business combination.
In addition, we may have imposed upon us burdensome requirements, including:
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registration as an investment company with the SEC;
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adoption of a specific form of corporate structure; and
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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.
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-business combination 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 amended and restated 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 24 months 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 pre-initial business combination activity, and (iii) the redemption of our public shares if we have not consummated an initial business within 24 months from the closing of this offering, subject to applicable law and as further described herein. 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 do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.10 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In
addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.
If we do not consummate an initial business combination within 24 months from the closing of this offering, our public shareholders may be forced to wait beyond such 24 months before redemption from our trust account.
If we do not consummate an initial business combination within 24 months from the closing of this offering, the proceeds 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 income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond 24 months from the closing of this offering before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination and do not amend certain provisions of our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.
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.
Claims may be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine of $18,292.68 and 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.
In accordance with NYSE corporate governance requirements and our amended and restated memorandum and articles of association, 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 NYSE. As an exempted company, 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 our founding team. 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.
Holders of Class A ordinary shares will not be entitled to vote on any appointment of directors we hold prior to the completion of our initial business combination.
Prior to the completion of 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 consummation of an initial business combination.
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 and 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 to use our commercially reasonable efforts to file a registration statement under the Securities Act covering such shares and to maintain the effectiveness of such registration statement and a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. We may not able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available. 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, but we will use our reasonable best efforts to register or qualify the shares under applicable blue sky 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 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. 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 or forward purchase 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 its affiliate and their respective transferees (which may include our founding team) would be able to exercise their warrants and 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. 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.
Our ability to require holders of our warrants to exercise such warrants on a cashless basis after we call the warrants for redemption or if there is no effective registration statement covering the Class A ordinary shares issuable upon exercise of these warrants will cause holders to receive fewer Class A ordinary shares upon their exercise of the warrants than they would have received had they been able to pay the exercise price of their warrants in cash.
If we call the warrants for redemption for cash, we will have the option, in our sole discretion, to require all holders that wish to exercise warrants to do so on a cashless basis. If we choose to require holders to exercise their warrants on a cashless basis or if holders elect to do so when there is no effective registration statement, the number of Class A ordinary shares received by a holder upon exercise will be fewer than it would have been had such holder exercised his or her warrant for cash.
For example, if the holder is exercising 875 public warrants at $11.50 per share through a cashless exercise when the Class A ordinary shares have a fair market value of $17.50 per share, then upon the cashless exercise, the holder will receive 300 Class A ordinary shares. The holder would have received 875 Class A ordinary shares if the exercise price was paid in cash. This will have the effect of reducing the potential “upside” of the holder’s investment in our company because the warrantholder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold.
The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time.
In certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable for a security other than the Class A ordinary shares. As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreement, you may receive a security in a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within twenty business days of the closing of an initial business combination.
The grant of registration rights to our initial shareholders 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, the warrants that may be issued upon conversion of working capital loans, the forward purchase shares, the forward purchase warrants and the Class A ordinary shares issuable upon exercise of the forward purchase warrants. 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 partner 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.
Because we are neither limited to evaluating a partner business in a particular industry sector nor have we selected any specific partner businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular partner business’s operations.
We may pursue business combination opportunities in any sector, except that we will not, under our amended and restated memorandum and articles of association, be permitted to effectuate our initial business combination solely with another blank check company or similar company with nominal
operations. Because we have not yet selected or approached any specific partner business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular partner 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 partner business, we may not 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 partner business. An investment in our units may not ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination partner. Accordingly, any holders who choose to retain their securities following our initial business combination could suffer a reduction in the value of their securities. Such 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.
We may seek acquisition opportunities in industries or sectors which may or may not be outside of our founders’ area of expertise.
We will consider a business combination outside of our founders’ area of expertise if a business combination partner is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our founding team will endeavor to evaluate the risks inherent in any particular business combination partner, we may not 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 partner. In the event we elect to pursue an acquisition outside of the areas of our founders’ expertise, our founders’ expertise may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding the areas of our founders’ expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our founding team may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any holders who choose to retain their securities following our initial business combination could suffer a reduction in the value of their securities. Such 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.
Although we have identified general criteria that we believe are important in evaluating prospective partner businesses, we may enter into our initial business combination with a partner that does not meet such criteria, and as a result, the partner business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria.
Although we have identified general criteria for evaluating prospective partner businesses, it is possible that a partner 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 partner that does not meet some or all of these criteria, such combination may not be as successful as a combination with a business that does meet all of our general criteria. In addition, if we announce a prospective business combination with a partner that does not meet our general criteria, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a partner business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by applicable law or stock exchange rule, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain
shareholder approval of our initial business combination if the partner business does not meet our general criteria. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.10 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
We are not required to obtain an opinion from an independent accounting or investment banking 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, we are not required to obtain an opinion from an independent accounting firm or independent investment banking 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 solicitation or tender offer materials, as applicable, related to our initial business combination.
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 amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks.
Our amended and restated memorandum and articles of association will authorize the issuance of 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 454,241,667 and 16,875,000 (assuming in each case that the underwriters have not exercised their over-allotment option) authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount includes shares reserved for issuance upon exercise of outstanding warrants and shares issuable upon conversion of the Class B ordinary shares, if any. The Class B ordinary shares are automatically convertible into Class A ordinary shares at the time of our initial business combination as described herein and in our amended and restated 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—Public Shareholders’ Warrants and Forward Purchase Warrants— Redemption of warrants for Class A ordinary shares 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 herein. However, our amended and restated memorandum and articles of association provides, among other things, that prior to the completion of 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 on any initial business combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares, including any forward purchase securities:
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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;
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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 our 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;
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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;
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may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and
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may not result in adjustment to the exercise price of our warrants.
Our initial shareholders may receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.
The founder shares will automatically convert into Class A ordinary shares on the first business day following the consummation of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of this offering, plus (ii) the sum of 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 exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination, any forward purchase securities, and any private placement warrants issued upon conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.
Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.10 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
We anticipate that the investigation of each specific partner 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 partner 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 do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.10 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
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 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 Class A ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception (see the section of this prospectus captioned “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 may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. Moreover, 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 Internal Revenue Service (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. investors to consult their tax advisors regarding the possible application of the PFIC rules. For a more detailed discussion of the tax consequences of PFIC classification to U.S. Holders, see the section of this prospectus captioned “Taxation—United States Federal Income Tax Considerations—U.S. Holders—Passive Foreign Investment Company Rules.”
We may reincorporate or become a tax resident in another jurisdiction in connection with our initial business combination and such reincorporation or change in tax residency may result in taxes imposed on us or our shareholders or warrantholders.
We may, in connection with our initial business combination and subject to requisite shareholder approval under the Companies Act, reincorporate in the jurisdiction in which the partner company or business is located or in another jurisdiction. Tax structuring considerations are complex, the relevant facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations. The transaction may require a shareholder or warrantholder to recognize taxable income in the jurisdiction in which the shareholder or warrantholder 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 or warrantholders to pay such taxes. Shareholders or warrantholders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation. In addition, regardless of whether we reincorporate in another jurisdiction, we could be treated as tax resident in the jurisdiction in which the partner company or business is located, which could result in adverse tax consequences to us (e.g., taxation on our worldwide income in such jurisdiction) and to our shareholders or warrantholders (e.g., withholding taxes on dividends and taxation of disposition gains).
After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore investors may not be able to enforce federal securities laws or their other legal rights.
It is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.
In particular, there is uncertainty as to whether the courts of the Cayman Islands or any other applicable jurisdictions would recognize and enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or entertain original actions brought in the Cayman Islands or any other applicable jurisdiction’s courts against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.
For a more detailed discussion, see the section of this prospectus captioned “Description of Securities— Certain Differences in Corporate Law.”
Past performance by G Squared, including our management team, may not be indicative of future performance of an investment in us.
Information regarding performance by, or businesses associated with, G Squared is presented for informational purposes only. Any past experience and performance of G Squared or our management
team is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for our initial business combination; or (2) of any results with respect to any initial business combination we may consummate. You should not rely on the historical record of G Squared or our management team’s performance as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. An investment in us is not an investment in G Squared or GSQD.
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 ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following 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 partner business, however, cannot presently be ascertained. Although some of our key personnel may remain with the partner business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the partner 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 partner 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 partner business. In addition, pursuant to an agreement to be entered into on or prior to the closing of this offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement, which is described under the section of this prospectus entitled “Description of Securities—Registration and Shareholder Rights.”
We may have a limited ability to assess the management of a prospective partner business and, as a result, may affect our initial business combination with a partner 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 partner business, our ability to assess the partner business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the partner business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the partner 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 holders who choose to retain their securities following our initial business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.
The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination partner’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.
We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after this offering, which may include acting as financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Our underwriters are entitled to receive deferred underwriting commissions that will be released from the trust account only upon a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us after this offering, including, for example, in connection with the sourcing and consummation of an initial business combination.
We may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after this offering, including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing transactions. We may pay such underwriter or its affiliate fair and reasonable fees or other compensation 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 or their respective affiliates and no fees or other compensation for such services will be paid to any of the underwriters or their respective affiliates prior to the date that is 60 days from the date of this prospectus, unless such payment would not be deemed underwriters’ compensation in connection with this offering. The underwriters are also entitled to receive deferred underwriting commissions that are conditioned on the completion of an initial business combination. The underwriters’ or their respective affiliates’ financial interests tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business combination.
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 directors’ 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.
Risks Related to Our Operations
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, including another blank check company or special purpose acquisition company, including GSQD, 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, including G Squared and GSQD and private funds under the management of G Squared and their respective portfolio companies, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands law. In addition, GSQD, other special purpose acquisition companies or existing and future funds managed by G Squared and their respective portfolio companies may compete with us for business combination opportunities and, if such opportunities are pursued by such entities, we may be precluded from pursuing such opportunities. 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 partner business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law.
In October 2020, Mr. Aschebrook, Mr. Davis, and Mr. Hoban founded GSQD, a blank check company incorporated for the purposes of effecting a business combination. Mr. Aschebrook serves as the Chairman of the Board of GSQD, Mr. Davis serves as the Chief Executive Officer and as a director of GSQD and Mr. Hoban serves as Chief Financial Officer and as a director of GSQD. GSQD completed its initial public offering in February 2021, in which it sold 34,500,000 units, each consisting of one GSQD Class A ordinary share and one-fifth of one warrant for one GSQD Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $345,000,000.
In addition, our founders and our directors and officers expect in the future to become affiliated with other public blank check companies and special purpose acquisition companies that may have acquisition objectives that are similar to ours. 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 partner business may be presented to such other blank check companies, prior to its presentation to us, subject to our officers’ and directors’ fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provides that we renounce our interest in any business combination 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.
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.
In October 2020, Mr. Aschebrook, Mr. Davis, and Mr. Hoban founded GSQD, a blank check company incorporated for the purposes of effecting a business combination. Mr. Aschebrook serves as the Chairman of the Board of GSQD, Mr. Davis serves as the Chief Executive Officer and as a director of GSQD and Mr. Hoban serves as Chief Financial Officer and as a director of GSQD. GSQD completed its initial public offering in February 2021, in which it sold 34,500,000 units, each consisting of one GSQD Class A ordinary share and one-fifth of one warrant for one GSQD Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $345,000,000.
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 partner business that is affiliated with our sponsor, our directors or executive officers, although we do not intend to do so or we may acquire a target business through an Affiliated Joint Acquisition with one or more affiliates of G Squared and/or one or more investors in G Squared funds. 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. As a result, there may be substantial overlap between companies that would be a suitable business combination for us and companies that would make an attractive target for the G Squared funds or GSQD.
Our management team, in their capacities as directors, officers or employees of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, including GSQD, current or future entities affiliated with or managed by G Squared, our sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties. Our amended and restated 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 us and it is an opportunity that we are able to complete on a reasonable basis. Accordingly, the personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a partner business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable partner 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 may 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. See the section titled “Description of Securities—Certain Differences in Corporate Law—Shareholders’ Suits” for further information on the ability to bring such claims. However, neither we or our shareholders may ultimately be successful in any claim we or they may make against them for such reason.
We may engage in a business combination with one or more partner businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, directors or initial shareholders 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 initial shareholders. Our directors also serve as officers and board members for other entities, including, without limitation, those described under “Management—Conflicts of Interest.” Our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. 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 pursuing, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth in “Proposed Business—Effecting Our Initial Business Combination— Evaluation of a Partner 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 or an independent valuation or accounting firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, executive officers, directors or initial shareholders, 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.
Moreover, we may pursue an Affiliated Joint Acquisition opportunity with one or more affiliates of G Squared and/or one or more investors in G Squared. Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the business combination by issuing to such parties a class of equity or equity-linked securities. Accordingly, such persons or entities may have a conflict between their interests and ours.
A conflict of interest may arise from the need to obtain the consent of G Squared, which owns a significant interest in our sponsor, to our business combination.
We may elect not to complete a business combination without the consent of G Squared, which owns a significant interest in our sponsor. As a consequence, interests of affiliates of our sponsor may conflict with those of the rest of our stockholders if G Squared does not wish to proceed with a business combination.
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), and because our sponsor, executive officers and directors who have an interest in founder shares may profit substantially from a business combination even under circumstances where our public stockholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination partner is appropriate for our initial business combination.
On February 26, 2021, our sponsor paid $25,000, or approximately $0.007 per share, to cover for certain expenses in consideration for 3,593,750 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 per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsor has committed, pursuant to a written agreement, to purchase 4,966,667 private placement warrants (or 5,341,667 private placement warrants if the underwriters’ over-allotment option is exercised in full), at a purchase price of $7,450,000 (or $8,012,500 if the underwriters’ over-allotment option is exercised in full), that will also be worthless if we do not complete
an initial business combination. If we do not consummate an initial business within 24 months from the closing of this offering, the private placement warrants (and the underlying securities) will expire worthless. Holders of founder shares have agreed (A) to vote any shares owned by them in favor of any proposed initial business combination and (B) not to redeem any founder shares in connection with a stockholder vote to approve a proposed initial business combination. In addition, we may obtain loans from our sponsor, affiliates of our sponsor or an officer or director. The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a partner business combination, completing an initial business combination and influencing the operation of the business following the initial business combination and may result in a misalignment of interests between the holders of our founder shares and our officers and directors, on the one hand, and our public stockholders, on the other. In particular, because the founder shares were purchased at approximately $0.007 per share, the holders of our founder shares could make a substantial profit after our initial business combination even if our public stockholders lose money on their investment as a result of a decrease in the post-combination value of their Class A ordinary shares (after accounting for any adjustments in connection with an exchange or other transaction contemplated by the business combination). For example, a holder of 1,000 founder shares would have paid approximately $7.00 to obtain such shares. At the time of an initial business combination, such holder would be able to convert such founder shares into 1,000 shares of our Class A ordinary shares, and would receive the same consideration in connection with our initial business combination as a public shareholder for the same number of our Class A ordinary shares. If the value of the shares of our Class A ordinary shares on a post-combination basis (after accounting for any adjustments in connection with an exchange or other transaction contemplated by the business combination) were to decrease to $5.00 per share of our Class A ordinary shares, the holder of our founder shares would obtain a profit of approximately $4,993 on account of the 1,000 founder shares that the holder had converted into Class A ordinary shares in connection with the initial business combination. By contrast, a public shareholder holding 1,000 Class A ordinary shares would lose approximately $5,000.00 in connection with the same transaction.
Further, each of our executive 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 were to be included by a potential business partner as a condition to any agreement with respect to our initial business combination. In identifying and selecting a partner 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 24-month anniversary of the closing of this offering nears, which is the deadline for our consummation of an initial business combination.
We may issue notes or other debt, 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, or to otherwise incur 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 forward purchase securities and 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 sale of the private placement warrants will provide us with up to $121,875,000 (or $140,156,250 if the underwriters’ over-allotment option is exercised in full) (which excludes $50,000,000 pursuant to the forward purchase agreement) that we may use to complete our initial business combination (after taking into account the $4,375,000, or $5,031,250 if the over-allotment option is exercised in full, of deferred underwriting commissions being held in the trust account and the estimated expenses of this offering).
We may effectuate our initial business combination with a single partner business or multiple partner 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 partner 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 partner 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 partners, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence (if there are multiple sellers) and the additional risks associated with the subsequent
assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.
We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
In pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
Our founding team may not be able to maintain control of a partner business after our initial business combination. Upon the loss of control of a partner business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.
We may structure our initial business combination so that the post-business combination company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a partner business, but we will only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the partner or otherwise acquires a controlling interest in the partner business sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-business combination company owns 50% or more of the voting securities of the partner, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the partner 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, shares or other equity interests of a partner. In this case, we would acquire a 100% interest in the partner. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our founding team will not be able to maintain control of the partner business.
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 founding team will endeavor to evaluate the risks inherent in a particular partner 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 partner 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 do not agree.
Our amended and restated memorandum and articles of association will not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.
In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We may seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.
In order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, extended the time to consummate a 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 amended and restated memorandum and articles of association will require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, 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 amended and restated 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 amended and restated memorandum and articles of association (A) that would 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 24 months 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 pre-initial business combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities.
The provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of a special resolution which requires the approval of the holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not support.
Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-business combination activity, without approval by a certain percentage of the company’s shareholders. In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company’s shareholders. Our amended and restated memorandum and articles of association provides that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the sale of the private placement 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 if approved by special resolution, meaning holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65% of our ordinary shares; provided that the provisions of our amended and restated memorandum and articles of association governing the appointment or removal of directors prior to our initial business combination may only be amended by a special resolution passed by holders representing at least two-thirds of our issued and outstanding Class B ordinary shares. Our initial shareholders, and their permitted transferees, if any, who will collectively beneficially own, on an as-converted basis, 20% of our Class A ordinary shares upon the closing of this offering, will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.
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 amended and restated memorandum and articles of association (A) that would 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 24 months 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 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 income taxes, if any, divided by the number of the then-outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, this agreement 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 this agreement. 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.
Certain agreements, including the letter agreement among us and our founders, officers and directors, the registration rights agreement among us and our initial shareholders, and the forward purchase agreement, may be amended without shareholder approval. These agreements contain various provisions that our public shareholders might deem to be material. While we do not expect our board of directors to
approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement in connection with the consummation of our initial business combination. Any such amendments would not require approval from our 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.
We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a partner business, which could compel us to restructure or abandon a particular business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.10 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
Although we believe that the net proceeds of this offering, the sale of the private placement warrants, and the sale of the forward purchase securities will be sufficient to allow us to complete our initial business combination, because we have not yet selected any prospective partner business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of this offering, the sale of the private placement warrants, and the sale of the forward purchase securities prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a partner business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. Such financing may not be available on acceptable terms, if at all. The current economic environment may make difficult for companies to obtain acquisition financing. 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 partner business candidate. If we do not complete our initial business combination within the required time period, our public shareholders may receive only approximately $10.10 per public share, or less in certain circumstances, on the liquidation of our trust account 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 partner business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the partner business. Other than in connection with the forward purchase agreement, none of our sponsor, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination.
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 the closing of this offering, our initial shareholders will own, on an as-converted basis, 20% of our issued and outstanding ordinary shares. 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 amended and restated memorandum and articles of association. If our initial shareholders purchases any units in this offering or if our initial shareholders purchases any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our sponsor 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 term of three years with only one class of directors being elected in each year. We may not hold an annual general meeting to appoint 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 sponsor, because of its ownership position, will control the outcome, as only holders of our Class B ordinary shares will have the right to vote on the election of directors and to remove directors prior to our initial business combination. Accordingly, our sponsor will continue to exert control at least until the completion of our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. The forward purchase securities will not be issued until the completion of our initial business combination and, accordingly, will not be included in any stockholder vote until such time. Please see “Proposed business—Permitted purchases and other transactions with respect to our securities.”
Our sponsor contributed $25,000, or approximately $0.007 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 share and none to the warrant included in the unit) and the pro forma net tangible book value per Class A ordinary share after this offering constitutes the dilution to you and the other investors in this offering. Our sponsor acquired the founder shares at a nominal price, significantly contributing to this dilution. Upon the closing of this offering, and assuming no value is ascribed to the warrants included in the units, you and the other public shareholders will incur an immediate and substantial dilution of approximately 89.9% (or $8.99 per share, assuming no exercise of the underwriters’ over-allotment option), the difference between the pro forma net tangible book value per share of $1.01 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. Asa result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our 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 or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this prospectus, 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 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. 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, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant. We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.
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 or forward purchase securities held by our initial shareholders or such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares or 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, and the $10.00 and $18.00 per share redemption trigger prices of the warrants will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. This may make it more difficult for us to consummate an initial business combination with a partner business.
Our warrant agreement will designate 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 will provide 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 of 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 founding team 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 warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, if, among other things, the Reference Value equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like). Please see “Description of Securities—Warrants—Public Shareholders’ Warrants and Forward Purchase Warrants—Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $18.00.” If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants as described above 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.
In addition, we have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). In such a case, the holders will be able to exercise their warrants prior to redemption for a number of shares of our 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 and Forward Purchase Warrants—Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00.” The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 shares of our Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.
Our warrants 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 public warrants to purchase 4,166,667 of our Class A ordinary shares (or up to 4,791,667 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 4,966,667 private placement warrants (or 5,341,667 private placement warrants if the underwriters’ over-allotment option is exercised in full) at $1.50 per warrant. In addition, if the sponsor makes any working capital loans, it may convert up to $1,500,000 of such loans into up to an additional 1,000,000 private placement warrants, at the price of $1.50 per warrant. Our public warrants are also redeemable by us for Class A ordinary shares as described in “Description of Securities—Warrants—Public Shareholders’ Warrants and Forward Purchase Warrants—Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00.” To the extent we issue ordinary shares to effectuate a business transaction, including the forward purchase securities, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a partner 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 transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the partner business.
Because each unit contains one-third of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.
Each unit contains one-third 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 ordinary 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-third 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 partner 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 and the size of this offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering price of our units properly reflects the value of such units than you would have in a typical offering of an operating company.
Prior to this offering there has been no public market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and the underwriters. In determining the size of this offering, our founding team held customary organizational meetings with 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:
➤
the history and prospects of companies whose principal business is the acquisition of other companies; prior offerings of those companies;
➤
our prospects for acquiring an operating business at attractive values; a review of debt-to- equity ratios in leveraged transactions;
➤
our capital structure;
➤
an assessment of our founding team and their experience in identifying operating companies; general conditions of the securities markets at the time of this offering; and
➤
other factors as were deemed relevant.
Although these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities of an operating company in a particular industry since we have no historical operations or financial results.
There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
There is currently no market for our securities. Shareholders therefore have no access to information about prior market history on which to base their investment decision. Following this offering, the price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions, including as a result of the COVID-19 pandemic. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.
Because we must furnish our shareholders with partner business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective partner businesses.
The federal proxy rules require that a proxy statement with respect to a vote on our proposed business combination include historical and/or 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, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential partner businesses we may acquire because some partners 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 24 months from the closing of this offering.
We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,” this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our 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 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 prior June 30, and (2) our annual revenues exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.
Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.
Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 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. 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 partner business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.
We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or executive officers, or enforce judgments obtained in the United States courts against our directors or officers.
Our corporate affairs and the rights of shareholders will be governed by our amended and restated 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. For a more detailed discussion of the principal differences between the provisions of the Companies Act applicable to us and, for example, the laws applicable to companies incorporated in the United States and their shareholders, see the section of this prospectus captioned “Description of Securities—Certain Differences in Corporate Law.”
Shareholders of Cayman Islands exempted companies like the Company have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members of these companies. Our directors have discretion under our amended and restated memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
We have been advised by Campbells, 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, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.
As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by our founding team, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.
Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench our founding team.
Our amended and restated memorandum and articles of association will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions will include a staggered board of directors, the ability of the board of directors to designate the terms of and issue new series of preference shares, and the fact that prior to the completion of our initial business combination only holders of our Class B ordinary shares, which have been issued to our sponsor, are entitled to vote on the appointment of directors, which may make more difficult the removal of our founding team and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
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.
RISKS ASSOCIATED WITH ACQUIRING AND OPERATING A BUSINESS IN FOREIGN COUNTRIES
If we pursue a partner company 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.
If we pursue a partner a company with operations or opportunities outside of the United States for our initial business combination, 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:
➤
costs and difficulties inherent in managing cross-border business operations;
➤
rules and regulations regarding currency redemption;
➤
complex corporate withholding taxes on individuals;
➤
laws governing the manner in which future business combinations may be effected;
➤
exchange listing and/or delisting requirements;
➤
tariffs and trade barriers;
➤
regulations related to customs and import/export matters;
➤
local or regional economic policies and market conditions;
➤
unexpected changes in regulatory requirements;
➤
longer payment cycles;
➤
tax issues, such as tax law changes and variations in tax laws as compared to United States tax laws;
➤
currency fluctuations and exchange controls;
➤
rates of inflation;
➤
challenges in collecting accounts receivable;
➤
cultural and language differences;
➤
employment regulations;
➤
underdeveloped or unpredictable legal or regulatory systems;
➤
corruption;
➤
protection of intellectual property;
➤
social unrest, crime, strikes, riots and civil disturbances;
➤
regime changes and political upheaval;
➤
terrorist attacks, natural disasters, pandemics and wars;
➤
and deterioration of political relations with the United States.
We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.
If our founding team following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.
Following our initial business combination, our founding team may resign from their positions as officers or directors of the company and the management of the partner business at the time of the business combination will remain in place. Management of the partner business may not be familiar with United States securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.
After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and social conditions and government policies, developments and conditions in the country in which we operate.
The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive partner business with which to
consummate our initial business combination and if we effect our initial business combination, the ability of that partner business to become profitable.
Exchange rate fluctuations and currency policies may cause a partner business’ ability to succeed in the international markets to be diminished.
In the event we acquire a non-U.S. partner, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any partner business or, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a partner business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.
We may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.
In connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.
We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
We are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from seeking a business combination partner.
Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.
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 founding 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 partner business or businesses; our ability to complete our initial business combination;
➤
our expectations around the performance of a prospective partner 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;
➤
the proceeds of the forward purchase securities being available to us;
➤
our potential ability to obtain additional financing to complete our initial business combination; our pool of prospective partner businesses;
➤
our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic;
➤
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
Exercised
|
|
|
Gross proceeds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross proceeds from units offered to public(1)
|
|
|
|
$
|
125,000,000
|
|
|
|
|
$
|
143,750,000
|
|
|
|
Gross proceeds from sale of the private placement warrants offered in a
private placement to the sponsor
|
|
|
|
$
|
7,450,000
|
|
|
|
|
$
|
8,012,500
|
|
|
|
Total gross proceeds
|
|
|
|
$
|
132,450,000
|
|
|
|
|
$
|
151,762,500
|
|
|
|
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
|
|
|
|
|
300,000
|
|
|
|
|
|
300,000
|
|
|
|
Printing and engraving expenses
|
|
|
|
|
40,000
|
|
|
|
|
|
40,000
|
|
|
|
Accounting fees and expenses
|
|
|
|
|
80,000
|
|
|
|
|
|
80,000
|
|
|
|
SEC/FINRA Expenses
|
|
|
|
|
80,000
|
|
|
|
|
|
80,000
|
|
|
|
NYSE listing and filing fees
|
|
|
|
|
75,000
|
|
|
|
|
|
75,000
|
|
|
|
Director & Officer liability insurance premiums
|
|
|
|
|
1,825,000
|
|
|
|
|
|
1,825,000
|
|
|
|
Miscellaneous
|
|
|
|
|
300,000
|
|
|
|
|
|
300,000
|
|
|
|
Total estimated offering expenses (excluding underwriting commissions)
|
|
|
|
$
|
2,700,000
|
|
|
|
|
$
|
2,700,000
|
|
|
|
Proceeds after estimated offering expenses
|
|
|
|
$
|
127,250,000
|
|
|
|
|
$
|
146,187,500
|
|
|
|
Held in trust account(3)
|
|
|
|
$
|
126,250,000
|
|
|
|
|
$
|
145,187,500
|
|
|
|
% of public offering size
|
|
|
|
|
101%
|
|
|
|
|
|
101%
|
|
|
|
Not held in trust account
|
|
|
|
$
|
1,000,000
|
|
|
|
|
$
|
1,000,000
|
|
|
The following table shows the use of the $1,000,000 of net proceeds not held in the trust account.(4)(5)
|
|
|
|
Amount
|
|
|
% of Total
|
|
|
Legal, accounting, due diligence, travel, and other expenses in connection with
any business combination(6)
|
|
|
|
|
350,000
|
|
|
|
|
|
35.00%
|
|
|
|
Legal and accounting fees related to regulatory reporting obligations
|
|
|
|
|
150,000
|
|
|
|
|
|
15.00%
|
|
|
|
Administrative and support services
|
|
|
|
|
240,000
|
|
|
|
|
|
24.00%
|
|
|
|
NYSE continued listing fees
|
|
|
|
|
55,000
|
|
|
|
|
|
5.50%
|
|
|
|
Other miscellaneous expenses
|
|
|
|
|
205,000
|
|
|
|
|
|
20.50%
|
|
|
|
Total
|
|
|
|
$
|
1,000,000
|
|
|
|
|
|
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)
In addition, we expect a portion of the offering expenses to be paid from the proceeds of loans from our sponsor of up to $300,000 as described in this prospectus. To date, we have borrowed $50,197 under the promissory note with our sponsor. These loans will be repaid upon completion of this offering out of the $2,700,000 of offering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions) and not to be held in the trust account. 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. In the event that the offering expenses are more than as set forth in this table, we may fund such excess with funds not held in the trust account.
(3)
The underwriters have agreed to defer underwriting commissions of 3.5% of the gross proceeds of this offering. Upon and concurrently with the completion of our initial business combination, $4,375,000 which constitutes the underwriters’ deferred commissions (or $5,031,250 if the underwriters’ over-allotment option is exercised in full) will be paid to the underwriters from the funds held in the trust account. 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)
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 partner 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. Assuming an interest rate of 0.1% per year, we estimate the interest earned on the trust account will be approximately $250,000 per year; however, we can provide no assurances regarding this amount.
(5)
Assumes no exercise of the underwriters’ over-allotment option.
(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.
The rules of NYSE and our amended and restated memorandum and articles of association 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 $132,450,000 in proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, or $151,762,500 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 located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and $5,200,000 or up to $5,575,000 if the underwriters’ over-allotment option is exercised in full, will be used to pay expenses in connection with the closing of this offering (including the portion of the underwriting commissions payable upon closing of this offering) and for working capital following this offering. We will not be permitted to withdraw any of the principal or interest held in the trust account, except with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we have not consummated an initial business combination within 24 months 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 amended and restated memorandum and articles of association (A) that would 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 24 months 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 pre-initial business combination activity. Based on current interest rates, we expect that interest income earned on the trust account (if any) will be sufficient to pay our income taxes.
The net proceeds held in the trust account may be used as consideration to pay the sellers of a partner business with which we ultimately complete our initial business combination. If our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, 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-business combination 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 privately or through loans in connection with our initial business combination.
We believe that amounts not held in trust, together with funds available to us from loans from our sponsor, members of our founding team or any of their affiliates will be sufficient to pay the costs and expenses to which such proceeds are allocated. 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 founding team or any of their affiliates, but such persons are not under any obligation to advance funds to, or invest in, us.
We will reimburse our sponsor for office space, secretarial and administrative services provided to members of our founding team, in the amount of $10,000 per month. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.
Our sponsor has agreed to loan us up to $300,000 to be used for a portion of the expenses of this offering. To date, we have borrowed $50,197 under the promissory note with our sponsor. These loans are non-interest bearing, unsecured and are due at the earlier of December 31, 2021 or the closing of this offering. The loans 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 may repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans would be repaid only out of funds held outside the trust account. 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 company at a price of $1.50 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, members of our founding team or any of their affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
Our sponsor has committed to enter into a forward purchase agreement with us that will provide for the purchase by our sponsor or an affiliate of our sponsor, in the aggregate, of 5,000,000 forward purchase securities, for an aggregate purchase price of $50,000,000, with each forward purchase security consisting of one Class A ordinary share and one-third of one redeemable warrant, in each case, for $10.00 per forward purchase security, in a private placement to close substantially concurrently with the closing of our initial business combination. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase securities sold pursuant to the forward purchase agreement will be identical to the Class A ordinary shares and redeemable warrants included in the units being sold in this offering, respectively, except that our sponsor or an affiliate of our sponsor, as applicable, will have certain registration rights, as described herein. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company.
The forward purchase agreement and the registration rights agreement whose terms are incorporated therein also will provide that our sponsor and its affiliate are entitled to registration rights with respect to the forward purchase securities and the Class A ordinary shares issuable upon exercise of the forward purchase warrants. Please see “Description of securities—Registration and shareholder rights” for additional information.
The proceeds from the sale of the forward purchase securities 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-business combination company. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase securities will be issued only in connection with the closing of the initial business combination.
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 the size of this offering, we will effect a share capitalization or other appropriate mechanism immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Further, if we incur any indebtedness in connection with a 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 February 26, 2021, our net tangible book deficit was $(7,000), or approximately $(0.00) 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 February 26, 2021 would have been $5,000,002, or $1.01 per share (or $5,000,007, or $0.89 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 10,676,041 Class A ordinary shares that may be redeemed for cash, or 12,378,392 Class A ordinary shares if the underwriters’ over-allotment option is exercised in full) of $1.03 per share (or $0.91 per share if the underwriters’ over-allotment option is exercised in full) to our sponsor as of the date of this prospectus and an immediate dilution to public shareholders from this offering of $10.00 per public share. Total dilution to public shareholders from this offering will be $8.99 per share (or $9.11 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
|
|
|
|
|
(0.00)
|
|
|
|
|
|
|
|
|
|
|
|
(0.00)
|
|
|
|
|
|
|
|
|
|
Increase attributable to public shareholders
|
|
|
|
|
1.01
|
|
|
|
|
|
|
|
|
|
|
|
0.89
|
|
|
|
|
|
|
|
|
|
Pro forma net tangible book value after this offering and the
sale of the private placement warrants
|
|
|
|
|
|
|
|
|
|
|
1.01
|
|
|
|
|
|
|
|
|
|
|
|
0.89
|
|
|
|
Dilution to public shareholders
|
|
|
|
|
|
|
|
|
|
$
|
8.99
|
|
|
|
|
|
|
|
|
|
|
$
|
9.11
|
|
|
|
Percentage of dilution to public shareholders
|
|
|
|
|
|
|
|
|
|
|
89.9%
|
|
|
|
|
|
|
|
|
|
|
|
91.1%
|
|
|
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 $107,828,014 because holders of up to approximately 85.4% 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 income taxes, if any, divided by the number of the then-outstanding public shares).
The following table sets forth information with respect to our initial shareholders, who hold our Class B ordinary shares, and the public shareholders:
|
|
|
|
Shares Purchased
|
|
|
Total Consideration
|
|
|
Average
Price Per
Share
|
|
|
|
|
|
|
Number
|
|
|
Percentage
|
|
|
Amount
|
|
|
Percentage
|
|
|
|
|
|
Class B Ordinary Shares(1)
|
|
|
|
|
3,125,000
|
|
|
|
|
|
20.0%
|
|
|
|
|
$
|
25,000
|
|
|
|
|
|
0.002%
|
|
|
|
|
$
|
0.008
|
|
|
|
|
Public Shareholders
|
|
|
|
|
12,500,000
|
|
|
|
|
|
80.0%
|
|
|
|
|
|
125,000,000
|
|
|
|
|
|
99.998%
|
|
|
|
|
$
|
10.00
|
|
|
|
|
|
|
|
|
|
15,625,000
|
|
|
|
|
|
100.0%
|
|
|
|
|
$
|
125,025,000
|
|
|
|
|
|
100.00%
|
|
|
|
|
|
|
|
|
|
(1)
Assumes no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of 468,750 Class B ordinary shares held by our sponsor.
The pro forma net tangible book value per share after this offering is calculated as follows:
|
|
|
|
Without Over-
allotment
|
|
|
With Over-
allotment
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net tangible book deficit before this offering
|
|
|
|
$
|
(7,000)
|
|
|
|
|
$
|
(7,000)
|
|
|
|
Net proceeds from this offering and sale of the private placement warrants(1)
|
|
|
|
|
127,250,000
|
|
|
|
|
|
146,187,500
|
|
|
|
Plus: Offering costs accrued for or paid in advance, excluded from tangible book value
before this offering
|
|
|
|
|
25,000
|
|
|
|
|
|
25,000
|
|
|
|
Less: Deferred underwriting commissions
|
|
|
|
|
(4,375,000)
|
|
|
|
|
|
(5,031,250)
|
|
|
|
Less: Derivative liabilities
|
|
|
|
|
(10,064,984)
|
|
|
|
|
|
(11,152,484)
|
|
|
|
Less: Proceeds held in trust subject to redemption(2)
|
|
|
|
|
(107,828,014)
|
|
|
|
|
|
(125,021,759)
|
|
|
|
|
|
|
|
$
|
5,000,002
|
|
|
|
|
$
|
5,000,007
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares outstanding prior to this offering
|
|
|
|
|
3,593,750
|
|
|
|
|
|
3,593,750
|
|
|
|
Ordinary shares forfeited if over-allotment is not exercised
|
|
|
|
|
(468,750)
|
|
|
|
|
|
—
|
|
|
|
Ordinary shares included in the units offered
|
|
|
|
|
12,500,000
|
|
|
|
|
|
14,375,000
|
|
|
|
Less: Ordinary shares subject to redemption
|
|
|
|
|
(10,676,041)
|
|
|
|
|
|
(12,378,392)
|
|
|
|
|
|
|
|
|
4,948,959
|
|
|
|
|
|
5,590,358
|
|
|
(1)
Expenses applied against gross proceeds include offering expenses of $2,700,000 and underwriting commissions of $2,500,000 or $2,875,000 if the underwriters exercise their over-allotment option (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, directors, executive officers, advisors or their affiliates may purchase public shares or 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—Effecting Our Initial Business Combination—Permitted Purchases and Other Transactions with Respect to Our Securities.”
CAPITALIZATION
The following table sets forth our capitalization at February 26, 2021, and as adjusted to give effect to the filing of our amended and restated memorandum and articles of association, the sale of our units in this offering and the private placement warrants and the application of the estimated net proceeds derived from the sale of such securities (and excludes gross proceeds from the sale of forward purchase securities that may close simultaneously with the closing of our initial business combination):
|
|
|
|
February 26, 2021
|
|
|
|
|
|
Actual
|
|
|
As Adjusted(1)
|
|
|
Note payable to related party(2)
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
Deferred underwriting commissions(3)
|
|
|
|
|
—
|
|
|
|
|
|
4,375,000
|
|
|
|
Derivative liabilities(5)
|
|
|
|
|
—
|
|
|
|
|
|
10,064,984
|
|
|
|
Class A ordinary shares; -0- and 10,676,041 shares are subject to possible redemption, respectively(4)
|
|
|
|
|
—
|
|
|
|
|
|
107,828,014
|
|
|
|
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 1,823,959 shares issued and outstanding (excluding -0- and
10,676,041 shares subject to possible redemption), actual and as adjusted,
respectively
|
|
|
|
|
—
|
|
|
|
|
|
182
|
|
|
|
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
|
|
|
|
|
|
5,453,880
|
|
|
|
Accumulated deficit(6)
|
|
|
|
|
(7,000)
|
|
|
|
|
|
(454,373)
|
|
|
|
Total stockholder’s equity
|
|
|
|
$
|
18,000
|
|
|
|
|
$
|
5,000,002
|
|
|
|
Total capitalization
|
|
|
|
$
|
18,000
|
|
|
|
|
$
|
127,268,000
|
|
|
(1)
Assumes no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of 468,750 Class B ordinary shares held by our sponsor.
(2)
Our sponsor has agreed to loan us up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering. To date, we have borrowed $50,197 under the note.
(3)
$0.35 per Unit, or $4,375,000 ($5,031,250 if the over-allotment is exercised in full) million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The Company records deferred underwriting commissions upon the closing of the initial public offering as a reduction of additional paid-in capital. Since the actual additional paid-in capital was reduced by the recording of the accrued deferred underwriting commission, total capitalization, as adjusted, includes the amount of the deferred underwriting commission to reflect total capitalization.
(4)
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 the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the 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 and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination.
(5)
We will account for the 9,133,333 warrants to be issued in connection with this offering (including the 4,166,666 warrants included in the units and the 4,966,667 private placement warrants, assuming the underwriters' over-allotment option is not exercised) and the forward purchase securities 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, the warrants as well as the forward purchase securities must be recorded as a liability. Accordingly, we will classify the warrants and forward purchase securities as liabilities at their fair value. This liability is subject to remeasurement at each balance sheet date. With each such re-measurement, the derivative liabilities will be adjusted to fair value, with the change in fair value recognized in our statement of operations. Such warrant classification is also subject to re-evaluation at each reporting period.
(6)
As adjusted accumulated deficit includes transaction costs associated with derivative liabilities.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are a blank check company incorporated on February 12, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have not selected any business combination partner and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination partner. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the sale of the private placement units and the forward purchase securities, our shares, debt or a combination of cash, equity and debt.
The issuance of additional shares in a business combination, including pursuant to the forward purchase agreement:
➤
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 our 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;
➤
may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and
➤
may not result in adjustment to the exercise price of our warrants. Similarly, if we issue debt or otherwise incur significant debt, 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;
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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.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As indicated in the accompanying financial statements, as of February 26, 2021, we had no cash and deferred offering costs of $25,000. 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 receipt of a $25,000, or approximately $0.007 per share, to cover for certain expenses in consideration for 3,593,750 founder shares. We estimate that the net proceeds from (i) the sale of the units in this offering, after deducting offering expenses of $2,700,000, 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 $4,375,000, or $5,031,250 if the underwriters’ over-allotment option is exercised in full), and (ii) the sale of the private placement warrants for a purchase price of $7,450,000 (or $8,012,500 if the underwriters’ over-allotment option is exercised in full) will be $132,450,000 (or $151,762,500 if the underwriters’ over-allotment option is exercised in full), excluding proceeds from the sale of the forward purchase securities. $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 $1,000,000 will not be held in the trust account. In the event that our offering expenses exceed our estimate of $2,700,000, 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 $2,700,000, 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 (less taxes payable and deferred underwriting commissions) and the proceeds from the sale of the forward purchase securities, to complete our initial business combination. We may withdraw interest income (if any) to pay income 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 income earned on the amount in the trust account (if any) 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 partner 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 $1,000,000 of proceeds held outside the trust account, as well as certain funds from loans from our sponsor, members of our management team or any of their affiliates. 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 partner businesses or their representatives or
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 the completion of our initial business combination, other than funds available from loans from our sponsor, members of our management team or any of their affiliates. However, if our estimates of the costs of identifying a partner 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 the completion of 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 may 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 company at a price of $1.50 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, members of our management team or any of their affiliates 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 $350,000 for legal, accounting, due diligence, travel and other expenses in connection with any business combinations; $150,000 for legal and accounting fees related to regulatory reporting obligations; $205,000 for miscellaneous expenses incurred during the search for an initial business combination target; $55,000 for NYSE continued listing fees; and $100,000 will be used as a reserve for or liquidation.
We will also reimburse our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month ($240,000 in the aggregate).
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 partner business or as a down payment or to fund a “no-shop” provision (a provision designed to keep partner businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such partner 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 partner 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 partner 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. If we have not consummated our initial business combination within 24 months from the closing of this offering because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.
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 qualify as an emerging growth company
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
would we be required to comply with the independent registered public accounting firm attestation requirement on internal control over financial reporting. Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirement.
Prior to the closing of this offering, we have not completed an assessment, nor have our auditors tested our systems, of our internal controls. We expect to assess the internal controls of our partner 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 partner 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 partner 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; 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 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 partner business, we may incur significant expenses in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.
Once our management’s report on internal controls is complete, we will retain our independent auditors to audit and render an opinion on such report when required by Section 404 of the Sarbanes-Oxley Act. The independent auditors may identify additional issues concerning a partner 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 units 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.
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results
As of February 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
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (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 auditor’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 chief executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.
PROPOSED BUSINESS
Overview
G Squared Ascend II Inc., is incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target.
OUR COMPANY
G Squared Ascend II Inc. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target.
While we may pursue an initial business combination target in any business, industry or geographical location, we intend to focus our search within the technology sector, and specifically within six core verticals, or “megatrends” as described below.
Our sponsor is an affiliate of G Squared Equity Management LP (“G Squared”), a registered investment adviser (“RIA”) under the Investment Advisers Act of 1940, as amended, and venture capital fund manager which was founded in 2011 by Larry Aschebrook. As of the date of this prospectus, G Squared has 25 professionals across four offices, San Francisco, CA, Chicago, IL, Greenwich, CT, and Zurich, Switzerland, and has deployed more than $2 billion of capital since inception across several funds, separate managed accounts and co-investments focused on growth stage opportunities in the global technology sector. G Squared has 60 total active positions across current active funds, with a co-invest ratio of 1:2.
G Squared has invested in approximately 100 companies since the firm’s founding. Numerous of those investments have been successfully exited via IPO, direct listing, or M&A with strategic and financial investors and SPACs. G Squared has completed over 180 total transactions since January 2019. This investment activity has taken place globally with recent emphasis on Europe where the firm has invested over $250 million into companies operating and headquartered there.
Our investment focus will be aligned with six areas within technology which G Squared focuses on and has identified as core “megatrends.” Software-as-a-Service, Online Marketplaces, Mobility 2.0/Logistics, Fintech/Insurtech, New Age Media and Sustainability. G Squared’s portfolio includes leaders in these sectors such as 23andMe, Auto1, Blend, Bolt, Brex, Convoy, Coursera, Fast, Flexport, Revolut, Toast, Turo, UiPath and WeFox. G Squared has also successfully exited investments in notable public companies such as Asana, Dropbox, Jamf, Lemonade, Lyft, Meituan, Palantir, Peloton, Pinterest, Postmates, Snap, Spotify, Twitter and Uber among others.
We believe our management team is well positioned to source attractive businesses within the global technology sector, and specifically across these six megatrends that we believe present attractive opportunities for public market investors. We intend to focus on evaluating established companies with leading competitive positions, strong management teams, and long-term potential for growth and profitability.
OUR AFFILIATION WITH G SQUARED
G Squared was formed with the singular goal of investing in the world’s leading mid-to-late-stage, venture-backed private companies that could be, and in many cases should be, public companies. The evolution of the IPO landscape and the emergence of private, billion-dollar plus valuation, venture-backed companies (“Unicorns”) continue to create an opportunity for growth-oriented investors seeking liquidity in a short window. As VC backed companies have continued to stay private longer, the number of businesses with a valuation of over $1 billion has dramatically accelerated. The typical private company lifecycle has elongated from just a few years from idea to IPO to ~14 years in 2018, according to the Kauffman
Fellows. According to CB Insights, as of January 2021, there were 518 private company Unicorns with a cumulative valuation of $1.6 trillion.
Against this backdrop, G Squared built a business that provides growth capital to companies and also satisfies the liquidity needs of early-stage investors and employees seeking to monetize or partially monetize their shares in these highly regarded growth-stage businesses. G Squared’s status as an RIA, allows it to purchase both primary and secondary direct shares. Many traditional VC firms operate under the Venture Capital Exemption Act which restricts their weighting of capital allocation into secondary transactions. These traditional VCs must deploy over 80% of their funds directly into primary rounds. G Squared’s flexibility in building positions in companies has created a structuring expertise that includes a variety of securities. We believe this proven ability to tailor liquidity solutions to the specific needs of a target company will be an attractive element of our value proposition to potential business combination targets. The areas of historical investment focus for G Squared include the following:
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Secondary Direct Investments: The G Squared team works alongside portfolio company C-suites and board members to create ongoing liquidity programs as the company’s Right of First Refusal (RoFR) partner. G Squared refers to this investment strategy as secondaries solutions. G Squared has deployed this secondaries solutions strategy into a majority of their positions across their funds. This unique strategy enables strong rapport with portfolio company management teams and fosters longstanding relationships that persist well into the typical portfolio company’s public market debut. Our sponsor’s secondaries solutions provide portfolio company management teams and boards with (i) the ongoing absorption of secondary transactions identified by management that relieves the pressure of today’s elongated private company life cycle, (ii) cap table / valuation management advisory, (iii) the enablement of employee options and shareholder financing programs and (iv) the creation of liquidity for other managers invested who hold shares in a vehicle that have exhausted the related fund’s life. This contributes to the greater than 70% of shares in current active funds sourced through secondary transactions. Historically, this activity has supported portfolio companies to stay private longer. We view the G Squared Ascend strategy as an “Exit-as-a-Service” enhancement to our sponsor’s core secondaries solutions expertise. This strategy is being deployed as an increasing number of our portfolio companies appear ripe for public markets. G Squared views this overall secondaries solutions approach as an important core competency of the organization that should serve to enhance our Company’s likelihood of completing a successful merger. Additionally, our sponsor’s experience in structuring transactions in the private market should translate to flexibility around reaching a successful deal.
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Primary Direct Investments: Primary direct investments will typically consist of equity (preferred or common stock) or convertible debt and can include multiple structuring mechanisms to enhance return profile or protect against investment losses.
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Employee Tenders: G Squared has led a substantial number of employee tenders for portfolio companies in previous flagship funds that often relieve employee retention concerns by providing needed liquidity. This expertise may be of value in an acquisition that includes a secondary component for the target business.
Our sponsor has developed an extensive global network of venture GP peers and growth-stage management teams. Further, G Squared has created a niche in the growth venture capital ecosystem by becoming a trusted liquidity solution provider to:
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Portfolio Companies: Partnering with management teams and boards by providing growth capital in primary rounds, assisting with cap table management by purchasing secondary shares from willing sellers and supporting worker retention with coordinated and structured employee tender transactions.
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Other General Partners (“GPs”): Partnering with leading venture capital firms to provide latter-stage secondary exits for certain top positions that have exhausted their respective fund lives, or that need liquidity.
By becoming a valued partner to both companies and other GPs, G Squared is often invited to invest in some of the world’s leading private tech businesses. The access attained by our sponsor benefits our Company by affording it the ability to identify winning business models in their respective niches that have demonstrated strong fundamental performance over time. G Squared investment activity over several
committed capital funds has consistently produced top returns. Further, G Squared has been recognized by Institutional Investor and Prequin as one of the top performing venture capital fund managers in the world.
Our sponsor’s funds generally target growth-stage companies that exhibit proven concepts and commercial viability in the sectors described in Our Market Opportunity. The Company will leverage this research and experience to engage potential acquisition targets through G Squared’s network of industry participants, often through invitation by executives, board directors, or early investors. Our sponsor will filter investment opportunities from several hundred VC-backed unicorns and emerging unicorns, will actively track and assess hundreds of companies, and has transacted in over 40 companies. We fully expect our sponsor’s market positioning to be advantageous in identifying potential targets.
G Squared’s historic returns have been driven by portfolio company fundamental performance. It is the responsibility of G Squared’s research function to evaluate and recommend investment opportunities, leveraging nearly a decade of proprietary firm analysis. Our sponsor’s research team incorporates individuals with not only extensive VC / private market experience, but also seasoned hedge fund managers with deep public equity research and portfolio management experience. The addition of a hedge fund perspective to our research function, inclusive of a team that has evaluated hundreds of initial public offerings over a 26-year period of public market investing, delivers a critical eye to exit outcomes and understands what makes for a successful public company—another unique element of our sponsor’s proposition.
OUR SENIOR MANAGEMENT TEAM AND BOARD OF DIRECTORS
Larry Aschebrook, Chairman
Mr. Aschebrook is the Founder and Managing Partner of G Squared. He is a member of the G Squared Executive Group and G Squared Investment Committee. Under the leadership of Mr. Aschebrook, G Squared has deployed over $2 billion in total capital since inception across several flagship funds, co-investment funds and separate managed accounts. Mr. Aschebrook has led or co-led every major investment of G Squared including but not limited to current holdings of 23andMe, Auto1, Blend, Bolt, Brex, Convoy, Coursera, Fast, Flexport, Revolut, Toast, Turo, and WeFox, as well as now notable public companies such as Asana, Dropbox, Jamf, Lemonade, Lyft, Meituan, Palantir, Peloton, Pinterest, Postmates, Snap, Spotify, Twitter and Uber among others. Having previously served on the boards of directors of numerous VC-backed businesses, Mr. Aschebrook oversees many of G Squared’s close ties to other top-tier venture funds. Prior to founding G Squared, Mr. Aschebrook owned multiple businesses and previously served as a Vice President level administrator for five large academic institutions including Arizona State University, at the time the largest university in the U.S. by student population. Mr. Aschebrook’s primary responsibility in these positions was development activity, such as raising funds from private and corporate donors. Over the course of his career, Mr. Aschebrook was responsible for overseeing hundreds of millions of dollars in grants, donations and sponsorships. He was also responsible for multi-million-dollar projects such as stadium naming rights, television and radio rights, as well as all revenue generation activities for athletics as Associate Athletic Director. During the same period, Mr. Aschebrook launched his first private investment partnership. Mr. Aschebrook serves as the Chairman of the Board of GSQD.
Mr. Aschebrook earned his MBA from the W.P. Carey School of Business at Arizona State University. Additionally, he earned a MS in Athletic Administration and a B.S. from the University of Wisconsin system.
Ward Davis, Chief Executive Officer and Director
Mr. Davis joined G Squared in July 2019, bringing nearly three decades of public equity market research and portfolio management experience to the organization. He has led several investments at G Squared with emphasis on certain Mobility 2.0/Logistics and Online Marketplace sectors. Mr. Davis holds extensive proficiency in evaluating business plans, appraising management teams, dissecting industry competitive dynamics and scrutinizing financials of publicly traded companies across a multitude of consumer and technology sectors. Over a 26-year career as an equity analyst, portfolio manager and business founder, Mr. Davis successfully led investment management organizations and teams through a
multitude of business and market cycles. Additionally, over this time he evaluated and participated in hundreds of initial public offerings. Prior to joining G Squared, Mr. Davis was the Founder and Chief Investment Officer of Caerus Investors, a hedge fund focused on the broad consumer sector that launched in 2009. From 2002 to 2009, he was the co-Founder and co-Chief Investment Officer at Trivium Capital, a hedge fund focused on technology and consumer equities. From 1998 to 2002, Mr. Davis was Managing Director at Chilton Investment Company where he headed the consumer sector team. He also served stints at Zweig DiMenna Associates and Massachusetts Financial Services as a senior equity analyst. Prior to his career in investment management, Mr. Davis spent five years at Matsushita Electric Industrial and was the first US employee working within the finance department at the company’s headquarters in Osaka, Japan. Mr. Davis serves as the Chief Executive Officer and as a director of GSQD.
Mr. Davis holds an MBA from The Tuck School at Dartmouth College and a BA in East Asian Studies from Washington and Lee University.
Tom Hoban, Chief Financial Officer
Mr. Hoban joined G Squared in February 2020 as Chief Operating Officer after spending the prior 29 years in the hedge fund industry managing the non-investment operations of multiple firms. He brings extensive experience in operations, accounting, compliance and investor relations having built both institutional infrastructure for a number of start-up firms and run the back-office for multi-billion dollar established managers. Prior to joining G Squared, Mr. Hoban was a founding partner and the Chief Operating Officer at Aravt Global, a growth-focused long/short equity hedge fund. Prior to Aravt, from 1993 to 2013 Mr. Hoban held senior operating and finance roles for several asset management firms including Vinik Asset Management, Signpost Capital, Sursum Capital Management, PilotRock Investment Partners, Chilton Investment Company and Tudor Investments. He started his career at Ernst & Young auditing hedge funds and commodity trading firms, including Tudor and Commodities Corporation. Mr Mr. Hoban serves as Chief Financial Officer and as a director of GSQD.
Mr. Hoban graduated from Villanova University with a BS in Accountancy and is a registered CPA in New York State.
In October 2020, Mr. Aschebrook, Mr. Davis, and Mr. Hoban founded GSQD, a blank check company incorporated for the purposes of effecting a business combination. Mr. Aschebrook serves as the Chairman of the Board of GSQD, Mr. Davis serves as the Chief Executive Officer and as a director of GSQD and Mr. Hoban serves as Chief Financial Officer and as a director of GSQD. GSQD completed its initial public offering in February 2021, in which it sold 34,500,000 units, each consisting of one GSQD Class A ordinary share and one-fifth of one warrant for one GSQD Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $345,000,000.
Thomas Evans, Director Nominee
Thomas R. Evans serves as a director of Angie’s Home Services (NAS: ANGI) and Shutterstock, (NYSE: SSTK). Previously, Mr. Evans was the President and Chief Executive Officer of Bankrate, Inc. (NYSE: RATE), an internet publisher of consumer financial content and rate information from 2004 through 2013. In 2009, Mr. Evans took Bankrate through a $580 million go-private transaction with Apax Partners. Later, he led Bankrate through a $1.5 billion initial public offering. From 1999 to 2003, Mr. Evans served as Chairman and Chief Executive Officer of Official Payments Corp. From March 1998 to June 1999, he was President and Chief Executive Officer of GeoCities Inc. We believe Mr. Evans’ public company board experience and chief executive experience make him well qualified to serve on our board of directors.
Mr. Evans holds a BA from Arizona State University.
Heather Hasson, Director Nominee
Heather Hasson is the Co-Founder and Co-CEO of FIGS. A serial entrepreneur with a background in design and luxury fashion, Heather has brought the healthcare workwear industry into the twenty-first century with technical products and an industry-shifting distribution model. Heather was selected as an Endeavor Entrepreneur in 2015. She won the Ernst and Young Entrepreneur of the Year Award for the
Greater Los Angeles Region in 2018. She was recognized as one of the 100 Most Intriguing Entrepreneurs by Goldman Sachs’ Builders and Innovators Summit in 2018 and 2019 and was named Inc. Magazine’s Top 100 Female Founders in 2019. Heather received the RxArt Foundation’s Innovation Award in 2019 and sits on the RxArt Board. Heather received her B.A. in Political Science from Wisconsin University. We believe Ms. Hasson’s unique entrepreneurial background make her well qualified to serve on our board of directors.
Ms. Hasson attended the Business School at University of Oxford and holds a B.A. in Political Science from the University of Wisconsin-Madison.
Cristina Antelo, Director Nominee
Cristina Antelo serves as CEO and Founding Principal of Ferox Strategies, LLC, a political strategy firm located in Washington, D.C. Prior to founding Ferox Strategies, LLC, Ms. Antelo served as Principal at The Podesta Group from 2008 to 2017. In addition, Ms. Antelo served as Interim CEO of the Congressional Hispanic Caucus Institute from 2016 to 2017. Ms. Antelo began her lobbying career in 2004, representing Fortune 500 clients at bipartisan government and public affairs firms in Washington, D.C. Ms. Antelo’s policy areas of expertise include financial services, tax, trade, border security, transportation and infrastructure, and crisis management. Prior to transitioning to government relations, Ms. Antelo worked as a Wall Street investment banker and wealth management advisor at Goldman Sachs and J.P. Morgan. She also served as a legal fellow with the Senate Democratic Steering Committee.
Ms. Antelo is active in charitable work, currently serving on the Board of Directors of the Congressional Hispanic Caucus Institute, as well as the board of the National Wildlife Federation's Action Fund. Ms. Antelo further serves on the finance committee for the March of Dimes' annual Gourmet Gala. Finally, Ms. Antelo is also on the Board of Directors for her alma mater, the Brooks School in North Andover, MA. We believe Ms. Antelo’s experience in financial services and government relations make her well qualified to serve on our board of directors.
Ms. Antelo holds a B.S. from Georgetown University and a J.D. from the George Washington University Law School.
OUR STRATEGIC ADVISORS
In addition to our management, investment team and board of directors, we will be supported by the following strategic advisors. We currently expect our strategic advisors to (i) assist us in sourcing and negotiating with potential business combination targets, (ii) provide business insights when we assess potential business combination targets and (iii) upon our request, provide business insights as we work to create additional value in the business or businesses that we acquire. In this regard, our strategic advisors will fulfil some of the same functions as our board members; however, they will not owe any fiduciary obligations to us nor will they perform board or committee functions or have any voting or decision-making capacity on our behalf. They will also not be required to devote any specific amount of time to our efforts. While certain of our strategic advisors have ownership interests in our sponsor, none of our strategic advisors have any employment, consulting fee or other similar compensation arrangements with us.
Johan Bergqvist, Special Advisor
Johan Bergqvist, currently is the CFO of Bolt, a transportation platform providing ride-hailing, micromobility, and food delivery services. Bolt is headquartered in Tallinn, Estonia and operates in over 200 cities in 40 countries in Europe, Africa, Western Asia and North America. Today Bolt is considered one of the fasted growing mobility companies in the world. As the CFO of Bolt Mr. Bergqvist has overseen several significant rounds of equity and debt financings. Prior to joining Bolt, Mr. Bergqvist was the VP of Corporate Finance and Treasury at Spotify. During his Spotify career, he helped the company scale from a few hundred million in revenue to several billions. Mr. Bergqvist was a part of the core team that listed Spotify on the New York Stock Exchange at a $30 billion valuation, making it the highest-valued European tech startup at the time. We believe Mr Bergqvist’s Mobility 2.0 and New Age Media expertise, along with his strong European connections, make him well qualified to serve as a strategic advisor.
Kenneth Hahn, Special Advisor
Kenneth Hahn presently serves as the Chief Financial Officer of Coursera, a high-growth private online education company. Mr. Hahn brings more than twenty years of experience as the Chief Financial Officer of several public and private companies: Collective Health, Icontrol Networks (acquired by Comcast), QuinStreet (Nasdaq: QNST), Borland Software (Nasdaq: BORL), and Extensity (Nasdaq: EXTN). Mr. Hahn led the IPOs, as CFO, of QuinStreet and Extensity and has extensive operational mergers and acquisitions experience, both on the buyside and sellside, of private and public companies. He has a deep network of operating professionals and board members from his thirty years of experience in Silicon Valley. Prior to his executive roles, his professional services background included eight years at the Boston Consulting Group and PricewaterhouseCoopers. Mr. Hahn holds a BA in Business from CSU Fullerton, summa cum laude, and an MBA from Stanford University, where he was named an Arjay Miller Scholar. He has also earned CPA (inactive) and CMA credentials. We believe Mr. Hahn’s deep financial and business creation skills make him a valuable member of our strategic advisors
Mike Linton, Special Advisor
Mike Linton serves as Chief Revenue Officer at Ancestry. Mr. Linton joined Ancestry in September 2019, to lead consumer and product marketing with a focus on accelerating growth and continuing to build a global brand that consumers love and trust. Prior to Ancestry, he served as CMO of Farmers Insurance where his responsibilities included marketing, research, strategic planning, internal and external communications, customer experience and the company’s digital and mobile efforts. In his 30-year marketing and general management career Mr. Linton has also worked at Procter & Gamble, Progressive Insurance, BestBuy and eBay, to name a few. He is on the Board of Directors of Medical Solutions and The Wine Group and advises a number of early-stage companies. Among numerous awards, Mr. Linton has won 4 Effies, a Valiente and was named by Ad Age as one of the most influential 30 marketers. In 2017, he was named one of the 50 Most Innovative CMO’s in the World by Business Insider. Mr. Linton holds an MBA from Duke’s Fuqua School of Business and a BS/BA in Business from Bowling Green State University. We believe Mr. Linton’s extensive marketing expertise and brand building skills make him a valuable member of our strategic advisors.
John McAteer, Special Advisor
John McAteer currently oversees all aspects of Google’s relationships with Retail, Consumer Electronics, and Telco partnerships and clients. In addition, Mr. McAteer works directly with Google’s product organization to ensure that Google’s Retail and Tech client’s interests/needs are being met. In his 15 years plus at Google, Mr. McAteer has had the opportunity to form strong relationships with many of Google’s top partners (Apple, Amazon, Walmart, Samsung, Verizon to name a few) His vantage point as head of Sales and operations has given him a unique perspective and understanding of what companies are doing well - or not doing well - in order to take advantage of their digital presence. Prior to joining Google, Mr. McAteer was VP, Sales and Merchandising, for PriceGrabber Inc. where he was responsible for relationships to retailers and manufacturers. Earlier in his career, he was a VP of Sales and Business Development at Evite and prior to that at PC World Online and at Ziff-Davis Publishing. He currently sits on the Board of the National Retail Federation (NRF) as well as an advisor to several early to late-stage Tech start-ups. Mr. McAteer holds a B.S. in Finance from California State University - Sacramento. We believe Mr. McAteer’s unique experience at Google and outstanding network of relationships make him well qualified to serve as a strategic advisor.
Ilan Nissan, Special Advisor
Ilan Nissan is a senior partner in Goodwin’s Private Equity and Mergers & Acquisitions business and leads the practice in New York. Mr. Nissan’s clients include many of the top alternative asset managers in the world including private equity funds, venture capital funds, hedge funds and family offices. Since 2003, he has been a Lecturer-in-Law at Columbia University Law School, where he teaches a course focusing on mergers and acquisitions, private equity, venture capital and legal transactional strategies. Mr. Nissan holds a JD from Boston University School of Law and a BS at SUNY, Albany. We believe Mr. Nissan is well-qualified to serve as a strategic advisor given his extensive M&A experience and vast network of venture company relationships.
Steve Papa, Special Advisor
Steve Papa is Founder and CEO of Parallel Wireless, the world’s first fully 5G-native architecture for 2G/3G/4G/5G that is built on 100% open COTS components from RAN through core. He was the founder and CEO of Endeca, which he sold to Oracle for $1B in 2011. Endeca pioneered Guided Navigation, one of the leading search innovations of the decade, and made it an industry standard online. Prior to Endeca, Mr. Papa was a part of the original MIT team creating Akamai, a member of the early team at Inktomi in charge of creating the company’s infrastructure caching business, and spent time at Teradata and also at Venrock, the Rockefeller Family’s venture capital arm. Mr. Papa is also a Founding Partner at Toast and current Board Member, Founding Partner of Shoobx and Founding investor and Partner at Kandou Bus S.A. He holds an MBA from Harvard Business School and a BSE in Engineering and Economics from Princeton University. We believe Mr. Papa’s depth of industry knowledge, broad network, and experience scaling companies makes him a valuable member of our strategic advisors.
William Tanona, Special Advisor
William Tanona serves as Senior Vice President of Corporate Development & Investor Relations, providing planning, advisory and execution leadership on mergers and acquisitions, strategic investments and joint ventures. Prior to SoFi, Mr. Tanona was the President, CFO and Treasurer of GSV Capital Corp, a late-stage publicly traded venture capital fund. Prior to joining GSV, he spent nearly two decades at J.P. Morgan, Goldman Sachs, UBS and Fortress Investment Group. Mr. Tanona received a BS in Accounting from Villanova University and is a CFA charterholder. We believe Mr. Tanona is well qualified to serve as a strategic advisor given his extensive experience in growth venture equity and the fintech sector specifically.
In addition to our management team, independent board members and strategic advisors our Company will leverage our sponsor’s extensive research and origination teams based in San Francisco, CA, Chicago, IL, Greenwich, CT and Zurich, Switzerland. This team will assist our Company with target identification, target due diligence, financial analysis, public peer comparison studies and public market reception evaluation in both the U.S. and Europe.
OUR FORWARD PURCHASE AGREEMENT AND COMMITTED CAPITAL
Our sponsor has committed to enter into a forward purchase agreement with us that will provide for the purchase by our sponsor or an affiliate of our sponsor, in the aggregate, of 5,000,000 forward purchase securities, for an aggregate purchase price of $50,000,000, with each forward purchase security consisting of one Class A ordinary share and one-third of one redeemable warrant, in each case, for $10.00 per forward purchase security, in a private placement to close substantially concurrently with the closing of our initial business combination. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase securities sold pursuant to the forward purchase agreement will be identical to the Class A ordinary shares and redeemable warrants included in the units being sold in this offering, respectively, except that our sponsor or an affiliate of our sponsor, as applicable, will have certain registration rights, as described herein. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company.
OUR MARKET OPPORTUNITY
G Squared Ascend II will focus its search for business combination targets on companies operating in the following six technological mega-trends: Software-as-a Service, Online Marketplaces, Mobility 2.0/Logistics, FinTech/InsurTech, New Age Media, and Sustainability. We believe that these sectors are poised for continued significant growth driven by innovation and disruption that, coupled with our management team’s proficiency and expertise, will provide attractive opportunities for G Squared Ascend.
Moreover, in addition to US-based companies, we believe that there are numerous attractive European companies operating around these segments which benefit from the same trends and have a global appeal. As of late 2020, the year was on track to set a new record of capital invested into European technology companies, with total investment projected to reach over $40 billion, per dealroom.co. The unicorn pipeline
also continues to steadily grow with 18 new unicorns in 2020. According to dealroom.co, the total number of unicorns has now reached more than 200 and there are many more fast-growing startups likely to join this list soon. We believe that the proliferation of late-stage European unicorns adds to the US IPO pipeline for the coming months and years. Moreover, several high profile European-based unicorns have recently chosen to go public in the US via mergers with SPACs. As the pipeline of IPO candidates continues to grow, we expect for many companies to seek paths to liquidity setting Europe up to be a prime destination for our acquisition strategy.
We have significant experience investing in market leaders in each of the segments that we have identified, which we believe makes us well positioned to identify merger targets and affect successful business combinations. Our investment experience in each of these megatrends include current and successfully exited investments by G Squared, including:
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Software-as-a-Service: Blend, Brex, Metromile, Synack, Tipalti, Toast, UiPath and Unqork. Exited positions include Asana, Dropbox and Jamf Software.
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Online Marketplaces: Airbnb, Auto1, Capsule, Collective Health, Instacart, Kurly, Omio, Maisonette and Sonder. Exited positions include Alibaba and Meituan.
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Mobility 2.0/Logistics: Bolt, Convoy, Flexport, Turo and Transfix. Exited positions include Uber and Lyft.
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Fintech/InsurTech: Brex, Blend, Wefox, SoFi, Revolut, Toss, Fast, Next Insurance and Imagine. Exited positions include Lemonade.
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New Age Media: Coursera. Exited positions include Pinterest, Peloton, Snap, Spotify and Twitter.
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Sustainability: 23&Me, Indigo, and Impossible Foods. Exited positions include Bloom Energy.
The foregoing themes are not intended to be exhaustive. We may pursue an initial business combination with a target business in any industry, sector or geographic location we choose.
We are focused on identifying businesses with good fundamentals and management teams that have significant growth ahead of them as well as demonstrating a clear path towards profitability. We believe the current environment affords us the opportunity to acquire a business that balances growth and profit for long term success in the public markets. There are a significant number of large US and European private companies that have raised record amounts of capital and have opted to stay private longer. According to CB Insights, as of January 2021, 518 venture-backed private equity companies were valued at over $1 billion.
OUR MISSION AND CRITERIA
G Squared Ascend II will build on our sponsor’s vision to provide current and future investors greater access to leading growth companies through a systemic strategy we call “ASCEND”. The ASCEND strategy will provide the growth ecosystem an “Exit-as-a-Service” capability to augment G Squared’s existing secondaries solutions proficiency. ASCEND will further provide growth companies and their investors a favorable alternative to the conventional IPO and M&A exit paths. G Squared’s ASCEND strategy will provide the Company with an ideal partner to facilitate a public listing.
The combination of our sponsor and our structure provides the following benefits to our partner companies and investors:
Alignment of Interests—The Company serves as a natural extension of the service we provide our portfolio companies as a transitional capital provider. Further, our sponsor investment will sit within private funds managed by G Squared, ensuring that the substantial majority of sponsor economics earned will be shared among our fund investors.
Structure—G Squared has developed expertise in innovative structuring of private market deal flow in order to facilitate successful, high-returning transactions. This activity includes negotiating RoFR rights, converts, virtual options, employee tenders, forward purchase agreements, IPO ratchets and IPO options.
Capital Raising—G Squared has deployed over $2B since 2011 across several venture funds, managed accounts and co-investments. Our business has over 200 LPs across 26 countries and six continents. Certain members of our management team hold two decades of public equity market experience.
Exit Strategy—An essential component of our investment thesis. Our research team carefully evaluates public market comparable valuation across numerous key metrics and weighs investor psychology in determining ultimate success for our investments as they transition to public markets. A long-tailed growth opportunity that has already achieved meaningful scale and profitability metrics are key underpinnings.
Network—G Squared’s transaction-based approach to constructing positions is built on the establishment of comprehensive working relationships with both peer venture capital funds and the management teams of portfolio companies. Our distinctive secondaries solutions model builds long-lasting rapport with company management teams. Core fund positions are typically built over dozens of transactions, while assisting companies with the management of their cap tables. These numerous touch points forge important associations while extending our network reach across the growth stage ecosystem.
Domain Expertise—G Squared focuses on certain transformative tech-centric megatrends such as Software-as-a-Service, Online Marketplaces, Mobility 2.0, FinTech, New Age Media, and Sustainability. There is a multi-year growth profile associated with leading businesses in these categories. This core competency enhances our ability to identify a growing business that will resonate well with public market tech investors.
INVESTMENT CRITERIA
Consistent with our core values, 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.
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Size: We intend to focus on target businesses whose enterprise value is at least $1 billion; our management team believes businesses of this size have the right mix of market positioning and potential to scale and grow, while also having profitability potential.
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Scaled, high-growth asset with path to profitability: We intend to seek targets that have achieved scale and are on a predictable growth trajectory. G Squared’s target universe has already achieved commercial viability and in many cases these businesses should already be public companies. Additionally, we seek businesses that are profitable, or have a clear path to profitability, and the ability to grow that profitability over time.
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Product: We will seek businesses with a strong competitive position with a product that fits within G Squared’s sectors/megatrends of focus with a first mover advantage or a sizable market share in their segment and the opportunity to achieve market leadership.
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Competitive moat: We intend to identify businesses with defensible technology, intellectual property rights, branding or market positioning. Further, we emphasize an organization’s ability to evolve with a changing market in order to continue to be the disruptor rather than the disrupted as the business gains scale.
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People: We intend to underwrite the (i) background and experience of management teams; (ii) analyzing the composition of the board of directors and existing investor base; and (iii) leveraging sector relationships across G Squared’s ecosystem. We believe our insights into private companies’ abilities to forecast an outlook will prove advantageous in selecting a target that is ready for public markets.
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Comprehensive public and private valuation screening: (i) Evaluate company potential in the context of our sponsor’s extensive database of growth company data; (ii) conservatively forward-model financial statements with skeptical attention to profitability and (iii) evaluate capital structure and deal structure.
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Returns driven analysis: Our sponsor’s returns driven analysis will be utilized to identify a merger candidate that meets or exceeds the Company’s “Base Case” financial projections while providing DCF and IRR math that support a successful public market debut of our combined business.
Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria, and guidelines that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC.
OUR ACQUISITION PROCESS
We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Certain members of our management team are officers or directors of GSQD or are employed by G Squared or its affiliates. G Squared and GSQD are continuously made aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have not (nor has anyone on our behalf) contacted, or had any discussions, formal or otherwise with, any prospective target business with respect to a business combination transaction with us.
All of our officers and certain of our directors have fiduciary and contractual duties to G Squared and GSQD and to certain companies in which G Squared has invested. These entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. Subject to his or her fiduciary duties under Cayman Islands law, none of the members of our management team who are also officers or directors of GSQD or are employed by G Squared or GSQD or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware. Our sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies or special purpose acquisition companies, including in connection with their initial business combinations, prior to us completing our initial business combination. Our management team, in their capacities as directors, officers or employees of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, including GSQD, current or future entities affiliated with or managed by G Squared, our sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties. Our amended and restated 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 us and it is an opportunity that we are able to complete on a reasonable basis. For more information, see the section entitled “Management—Conflicts of Interest.”
Our directors and officers are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See “Risk Factors—Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.”
General
We are a newly incorporated blank check company incorporated on February 12, 2021 as a Cayman Islands exempted company incorporated for the purpose of partnering with founders, operators, and
entrepreneurs to build great companies and advance the innovation economy by offering an alternate path to the public markets, which we will achieve by effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to this offering. We have not selected any specific business combination partner and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination partner. We have generated no operating revenues to date and we do not expect that we will generate operating revenues until we consummate our initial business combination.
While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on industries that complement our founding team’s background, and to capitalize on the ability of our founding team to identify and acquire a business, focusing on the technology industry.
Initial Business Combination
The NYSE rules and our amended and restated memorandum and articles of association require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the 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 discount). We refer to this as the 80% net assets test. If our board of directors (the “board”) is not able to independently determine the fair market value of the partner business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders 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% but more of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons. We will complete our initial business combination only if the post-business combination company in which our public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the partner or is otherwise not required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post business combination company owns or acquires 50% or more of the voting securities of the partner, our shareholders prior to the completion of our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the partner and us in the business combination transaction. If less than 100% of the equity interests or assets of a partner business or businesses are owned or acquired by the post business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one partner business, the 80% be based on the aggregate value of all of the partner businesses and we will treat the partner businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable.
While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a partner business or businesses, our board may be unable to do so if our board is less familiar or experienced with the partner company’s business, there is a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the partner business meets the 80% of net assets test, unless such opinion includes material information regarding the valuation of a partner business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion.
We may pursue an initial business combination opportunity jointly with our sponsor, G Squared or one or more of its affiliates and/or investors in G Squared, which we refer to as an “Affiliated Joint Acquisition.” Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. Any such issuance of equity or equity-linked securities would, on a fully diluted basis, reduce the percentage ownership of our then-existing stockholders. Notwithstanding the foregoing, pursuant to the anti-dilution provisions of our Class B ordinary shares, issuances or deemed issuances of Class A ordinary shares or equity-linked securities (other than the forward purchase securities) would result in an adjustment to the ratio at which Class B ordinary shares shall convert into Class A ordinary such that our sponsor and its permitted transferees, if any, would retain its aggregate percentage ownership at 20%, on an as-converted basis, of the sum of the total number of ordinary shares issued and outstanding upon the consummation of this offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination (net of any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination, any forward purchase securities, and any private placement warrants issued to our sponsor, members of our founding team or any of their affiliates upon conversion of working capital loans, unless the holders of a majority of the then outstanding Class B ordinary agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. Neither our sponsor nor G Squared nor any of their respective affiliates, have an obligation to make any such investment.
Our sponsor has committed to enter into a forward purchase agreement with us that will provide for the purchase by our sponsor or an affiliate of our sponsor, in the aggregate, of 5,000,000 forward purchase securities, for an aggregate purchase price of $50,000,000, with each forward purchase security consisting of one Class A ordinary share and one-third of one redeemable warrant, in each case, for $10.00 per forward purchase security, in a private placement to close substantially concurrently with the closing of our initial business combination. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase securities sold pursuant to the forward purchase agreement will be identical to the Class A ordinary shares and redeemable warrants included in the units being sold in this offering, respectively, except that our sponsor or an affiliate of our sponsor, as applicable, will have certain registration rights, as described herein. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company.
Other Considerations
We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with G Squared, our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with G Squared, our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view.
Affiliates of G Squared and members of our board of directors will directly or indirectly own founder shares and 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 or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination.
We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. G Squared and GSQD are continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with us and we will not consider a business combination with any company that has already been identified to G Squared or GSQD as a suitable acquisition candidate for it, unless G Squared or GSQD, as applicable, in its sole discretion, declines such potential business combination or, in the case of G Squared, makes available to us a co-investment opportunity in accordance with G Squared’s applicable existing and future policies and procedures. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to select or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to select or locate any such acquisition candidate.
G Squared may manage multiple investment vehicles and raise additional funds and/or successor funds in the future, which may be during the period in which we are seeking our initial business combination. These G Squared investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity.
In addition, each of our officers and directors presently have and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, G Squared and GSQD, investment funds, accounts, co-investment vehicles and other entities managed by affiliates of G Squared and certain companies in which G Squared or such entities have invested. As a result, if any of our founders, officers or directors becomes aware of a business combination opportunity, which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, GSQD, G Squared, any G Squared funds or other investment vehicles), then, subject to their fiduciary duties under applicable law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to G Squared, GSQD or our founders may be suitable for us and GSQD, a current or future G Squared fund, portfolio company or other investment entity and, subject to applicable fiduciary duties, will first be directed to GSQD, such fund, portfolio company or other entity before being directed, if at all, to us. None of G Squared, GSQD, our founders or any members of our board of directors who serve as an officer or director of GSQD or are also employed by G Squared or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or executives of G Squared.
In addition, our founders, 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 management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our founders, officers and certain of our directors have, and will have in the future, time and attention requirements for GSQD, current and future special purposes acquisition companies and investment funds, accounts, co-investment vehicles and other entities managed by G Squared. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, GSQD, other special purpose acquisition companies or investments funds, accounts, co-investment vehicles and other entities managed by G Squared (including, without limitation, arising as a result of certain of our founders, officers and directors being required to offer acquisition opportunities to GSQD, other special purpose acquisition companies or such investment funds, accounts, co-investment vehicles and other entities), GSQD, such other special purpose acquisition companies and G Squared and its affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor.
Corporate Information
Our executive offices are located at 205 N Michigan Ave., Suite 3770, Chicago, IL 60601. We maintain a corporate website at [www.gsquaredascendII.com]. The information contained on or accessible through our corporate website or any other website that we may maintain is not part of this prospectus or the registration statement of which this prospectus is a part.
We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.
We are 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 Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, 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” 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 year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.
Status as a Public Company
We believe our structure will make us an attractive business combination partner to partner businesses. As an existing public company, we offer a partner business an alternative to the traditional initial public
offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the partner business may, for example, exchange their capital stock, shares or other equity interests in the partner business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe partner businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business combination with us.
Furthermore, once a proposed business combination is completed, the partner business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have negative valuation consequences. Once public, we believe the partner business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions.
Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.
While we believe that our structure and our founding team’s backgrounds will make us an attractive business partner, some potential partner businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively.
Financial Position
With funds available for a business combination initially in the amount of $121,875,000 (which excludes the amount that may be received pursuant to the forward purchase agreement), after payment of the estimated expenses of this offering and $4,375,000 of deferred underwriting fees and assuming no redemptions (or, if the underwriters’ over-allotment is exercised in full, $140,156,250 (which excludes the amount that may be received pursuant to the forward purchase agreement), after payment of the estimated expenses of this offering and $5,031,250 of deferred underwriting fees and assuming no redemptions), we offer a partner 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 partner 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.
Effecting Our Initial Business Combination General
We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering, the sale of the private placements warrants and the forward purchase securities, our equity, debt or a combination of these as the consideration to be paid in our initial business combination. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
If our initial business combination is paid for using equity or debt, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-business combination company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.
We have not selected any business combination partner and we have not, nor has anyone on our behalf, initiated any substantive discussions with any business combination partner. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a partner business, other than our officers and directors.
Accordingly, there is no current basis for investors in this offering to evaluate the possible merits or risks of the partner business with which we may ultimately complete our initial business combination.
Although our founding team will assess the risks inherent in a particular partner business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a partner business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a partner business.
In addition to any proceeds we receive from this offering or the sale of the private placement warrants and the forward purchase securities, 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. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial business combination. Other than the sale of the private placement warrants and the forward purchase securities, we are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.
Sources of Partner Businesses
Our process of identifying acquisition partners will leverage our founding team’s unique industry experiences, proven deal sourcing capabilities and broad and deep network of relationships in numerous industries, including executives and management teams, private equity groups and other institutional investors, large business enterprises, lenders, investment bankers and other investment market participants, restructuring advisers, consultants, attorneys and accountants, which we believe should provide us with a number of business combination opportunities. We expect that the collective experience, capability and network of our founders, directors and officers, combined with their individual and collective reputations in the investment community, will help to create prospective business combination opportunities.
In addition, we anticipate that partner business candidates may be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Partner businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to partner businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this prospectus and know what types of businesses we are pursuing. Our officers and directors, as well as their affiliates, may also bring to our attention partner business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.
While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our founding team determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our founding team determines is in our best interest to pursue. Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). None of our sponsor, executive
officers or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective business combination partner in connection with a contemplated acquisition of such partner by us. We have agreed to pay our sponsor a total of $10,000 per month for office space, secretarial and administrative support and to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Some of our officers and directors may enter into employment or consulting agreements with the post-business combination company following our initial business combination.
We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with G Squared, our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with G Squared, our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view.
All of our officers and certain of our directors have fiduciary and contractual duties to G Squared and GSQD and to certain companies in which G Squared has invested. These entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. Subject to his or her fiduciary duties under Cayman Islands law, none of the members of our management team who are also officer or directors of GSQD or are employed by G Squared or GSQD or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware. Our sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies or special purpose acquisition companies, including in connection with their initial business combinations, prior to us completing our initial business combination. Our management team, in their capacities as directors, officers or employees of our sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, including GSQD, current or future entities affiliated with or managed by G Squared, our sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Cayman Islands law and any other applicable fiduciary duties. Our amended and restated 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 us and it is an opportunity that we are able to complete on a reasonable basis. For more information, see the section entitled “Management—Conflicts of Interest.”
Evaluation of a Partner Business and Structuring of Our Initial Business Combination
In evaluating a prospective partner business, we expect to conduct a thorough 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 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 partner, we will proceed to structure and negotiate the terms of the business combination transaction.
The time required to identify and evaluate a partner 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 partner 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 founding team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.
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 Partner’s Management Team
Although we intend to closely scrutinize the management of a prospective partner business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the partner 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 founding team, if any, in the partner business cannot presently be stated with any certainty. The determination as to whether any of the members of our founding 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 founding team will have significant experience or knowledge relating to the operations of the particular partner 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 partner 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 amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by applicable law or stock exchange rule, or we may decide to seek shareholder approval for business or other reasons.
Under the rules of NYSE and our amended and restated memorandum and articles of association, 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 issued and outstanding or (b) have voting power equal to or in excess of 20% of the voting power then issued and outstanding;
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any of our directors, officers or substantial security holders (as defined by the rules of the NYSE) has a 5% or greater interest, directly or indirectly, in the partner business or assets to be acquired and if the number of ordinary shares to be issued, or if the number of ordinary shares into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of ordinary shares or 1% of the voting power outstanding before the issuance in the case of any of our directors and officers or (b) 5% of the number of ordinary shares or 5% of the voting power outstanding before the issuance in the case of any substantial security holders; or
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the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.
The Companies Act and Cayman Islands law do not currently require, and we are not aware of any other applicable law that will require, shareholder approval of our initial business combination.
The decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required by law will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to:
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the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;
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the expected cost of holding a shareholder vote;
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the risk that the shareholders would fail to approve the proposed business combination; other time and budget constraints of the company; and
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additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.
Permitted Purchases and Other Transactions with Respect to 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, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of 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 nonpublic information), our sponsor, directors, executive 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 in the trust account will be used to purchase public shares or 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, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. 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 be required to comply with such rules.
The purpose of any such transactions 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) to satisfy a closing condition in an agreement with a partner 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 vote such warrants or any matter 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, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our sponsor, officers, directors or their affiliates may pursue privately negotiated transactions
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 tender offer or 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 transaction, they would identify and contact only potential selling or redeeming 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 general meeting related to our initial business combination. Our sponsor, executive officers, directors, advisors or their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not 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) or Rule 10b-5 of the Exchange Act. We expect any such purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers 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 income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations 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 may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement warrants, forward purchase shares, and any public shares purchased during or after this offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would 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 24 months 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 pre-initial business combination activity.
Limitations on Redemptions
Our amended and restated memorandum and articles of association 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 (so that we do not then become subject to the SEC’s “penny stock” rules). However, the proposed business combination may require: (i) cash consideration to be paid to the partner or its owners, (ii) cash to be transferred to the partner for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. 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, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.
Manner of Conducting Redemptions
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 either (i) in connection with a general meeting called to approve the business combination or (ii) 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 requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). 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 issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons.
If we held a shareholder vote to approve our initial business combination, we will, pursuant to our amended and restated memorandum and articles of association:
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conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of 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.
In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.
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 the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our founding team have agreed to vote their founder shares and 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 to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised). Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. In addition, our sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after this offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would 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 24 months 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 pre-initial business combination activity.
If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:
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conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of 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 of the Exchange Act, which regulates the solicitation of proxies.
Upon the public announcement of our initial business combination, 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 if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act.
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 the initial business combination.
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 amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the 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 founding 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 founding team 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 partner 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.
Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights
Public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the business combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate the applicable delivery requirements, which may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.
Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their public shares.
There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker 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 tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.
The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option window” after the completion of the business combination during which he or she could monitor the price of the company’s shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the general meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the business combination is approved.
Any request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the business combination, unless otherwise agreed to by us.
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 business combination is not completed, we may continue to try to complete a business combination with a different partner until 24 months from the closing of this offering.
Redemption of Public Shares and Liquidation If No Initial Business Combination
Our amended and restated memorandum and articles of association provides that we will have only 24 months from the closing of this offering to consummate an initial business combination. If we do not consummate an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of 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 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 consummate an initial business combination within 24 months from the closing of this
offering. Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.
Our sponsor and each member of our founding team have entered into an agreement 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 they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering).
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 amended and restated memorandum and articles of association (A)that would 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 24 months 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 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 income taxes, if any, divided by the number of the 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 (so that we do not then become subject to the SEC’s “penny stock” rules). 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. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person.
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 $1,000,000 of proceeds held outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.
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 $10.10. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be 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 (excluding our independent registered public accounting firm), prospective partner 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 founding team will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if our founding team believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to
execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by our founding team to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where our founding team is unable to find a service provider willing to execute a waiver. The underwriters 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 vendor for services rendered or products sold to us, or a prospective partner business with which we have discussed entering into a transaction agreement, reduce the amounts 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, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third party or prospective partner business who executed a waiver of any and all rights to seek access to the trust account 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. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. 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. Our sponsor may not be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective partner businesses.
In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.10 per public share and 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 net of the interest that may be withdrawn to pay our tax obligations, 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 public 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 (excluding our independent registered public accounting firm), prospective partner 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 $1,000,000 from the proceeds of this offering and the sale of the private placement warrants with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors; however such liability will not be greater than the amount of funds from our trust account received by any such shareholder. In the event that our offering expenses exceed our estimate of $2,700,000, 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 $2,700,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.
If we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency 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 public share to our public shareholders. Additionally, if we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency 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 or insolvency 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 consummate an initial business combination within 24 months from the closing of this offering, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to 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 24 months 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 pre-initial business combination activity, and (iii) if they redeem their respective shares for cash upon the completion of the initial business combination. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of this offering, with respect to such Class A ordinary shares so redeemed. 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 amended and restated memorandum and articles of association, like all provisions of our amended and restated 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 do not consummate an initial business combination within 24 months from the closing of this offering.
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REDEMPTIONS IN
CONNECTION WITH OUR
INITIAL BUSINESS
COMBINATION
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OTHER PERMITTED
PURCHASES OF PUBLIC
SHARES BY OUR AFFILIATES
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REDEMPTIONS IF WE FAIL
TO COMPLETE AN INITIAL
BUSINESS COMBINATION
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Calculation of redemption price
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Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account 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 income taxes, if any, divided by the number of the 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 and any limitations (including
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If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination.
There is no limit to the prices that our sponsor, 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
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If we do not consummate an initial business combination within 24 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.10 per share), including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (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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but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.
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the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.
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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 taxes payable.
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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 sponsor, who will be our only remaining shareholder 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.
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Approximately $106,312,500 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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TERMS OF OUR OFFERING
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TERMS UNDER A RULE 419 OFFERING
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Receipt of interest on escrowed funds
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Interest income (if any) on proceeds from the trust account to be paid to shareholders is reduced by (i) any income 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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Interest income on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination.
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Limitation on fair value or net assets of partner business
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Our initial business combination must occur with one or more partner businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination.
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The fair value or net assets of a partner 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 UBS Securities LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the 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. The units will automatically separate into their component parts and will not be traded after completion of our initial business combination.
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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 30 days after the completion of our initial business combination.
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The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.
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Election to remain an investor
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We will provide our public 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 income taxes, if any, divided by the number of the then-outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange rule to hold a shareholder vote. If we are not required by applicable law or stock exchange rule and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. 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 the affirmative vote of a majority of the shareholders who
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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. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. Our amended and restated memorandum and articles of association will require that at least five days’ notice will be given of any such general meeting.
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TERMS OF OUR OFFERING
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TERMS UNDER A RULE 419 OFFERING
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attend and vote at a general meeting of the company.
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Business combination deadline
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If we do not consummate an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the 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 income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of 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 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 with respect to interest earned on the funds held in the trust account that may be released to us to pay our income taxes, if any, until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we have not consummated an initial business combination within 24 months 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 amended and restated memorandum and articles of association (A) that
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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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would 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 24 months 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 pre- initial business combination activity. Based on current interest rates, we expect that interest income earned on the trust account (if any) will be sufficient to pay our income taxes.
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Competition
In identifying, evaluating and selecting a partner business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, public companies, 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 partner businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a partner business. Furthermore, our obligation to pay cash in connection with our public shareholders who properly 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 partner businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.
Facilities
We currently maintain our executive offices at 205 N Michigan Ave., Suite 3770, Chicago, IL 60601. The cost for our use of this space is included in the $10,000 per month fee we will pay to our sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.
Employees
We currently have three executive officers. 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 partner 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 partner business as part of the proxy solicitation or tender offer materials, as applicable, sent to shareholders. These financial statements may be required 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 partner businesses we may acquire because some partners 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 24 months from the closing of this offering. We cannot assure you that any particular partner business identified by us as a potential acquisition candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential partner 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 partner business. While this may limit the pool of potential acquisition 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 that we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company would we be required to comply with the independent registered public accounting firm attestation requirement on internal control over financial reporting. A partner business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
Prior to the 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 a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.
We are 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 during the prior three-year period.
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 prior June 30, and (2) our annual revenues exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30. 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.
Legal Proceedings
There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our founding team in their capacity as such.
MANAGEMENT
Officers, Directors and Director Nominees
Our officers, directors and director nominees are as follows:
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Name
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Age
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Position
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Larry Aschebrook
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|
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43
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Chairman of the Board
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Ward Davis
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56
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Chief Executive Officer and Director
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Tom Hoban
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51
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Chief Financial Officer
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Thomas Evans
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66
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Director Nominee
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Heather Hasson
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39
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Director Nominee
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Cristina Antelo
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44
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Director Nominee
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Our Founding Team
Larry Aschebrook, Chairman
Mr. Aschebrook is the Founder and Managing Partner of G Squared. He is a member of the G Squared Executive Group and G Squared Investment Committee. Under the leadership of Mr. Aschebrook, G Squared has deployed over $2 billion in total capital since inception across several flagship funds, co-investment funds and separate managed accounts. Mr. Aschebrook has led or co-led every major investment of G Squared including but not limited to current holdings of 23andMe, Auto1, Blend, Bolt, Brex, Convoy, Coursera, Fast, Flexport, Revolut, Toast, Turo, and WeFox, as well as now notable public companies such as Asana, Dropbox, Jamf, Lemonade, Lyft, Meituan, Palantir, Peloton, Pinterest, Postmates, Snap, Spotify, Twitter and Uber among others. Having previously served on the boards of directors of numerous VC-backed businesses, Mr. Aschebrook oversees many of G Squared’s close ties to other top-tier venture funds. Prior to founding G Squared, Mr. Aschebrook owned multiple businesses and previously served as a Vice President level administrator for five large academic institutions including Arizona State University, at the time the largest university in the U.S. by student population. Mr. Aschebrook’s primary responsibility in these positions was development activity, such as raising funds from private and corporate donors. Over the course of his career, Mr. Aschebrook was responsible for overseeing hundreds of millions of dollars in grants, donations and sponsorships. He was also responsible for multi-million-dollar projects such as stadium naming rights, television and radio rights, as well as all revenue generation activities for athletics as Associate Athletic Director. During the same period, Mr. Aschebrook launched his first private investment partnership. Mr. Aschebrook serves as the Chairman of the Board of GSQD
Mr. Aschebrook earned his MBA from the W.P. Carey School of Business at Arizona State University. Additionally, he earned a MS in Athletic Administration and a B.S. from the University of Wisconsin system.
Ward Davis, Chief Executive Officer and Director
Mr. Davis joined G Squared in July 2019, bringing nearly three decades of public equity market research and portfolio management experience to the organization. He has led several investments at G Squared with emphasis on certain Mobility 2.0/Logistics and Online Marketplace sectors. Mr. Davis holds extensive proficiency in evaluating business plans, appraising management teams, dissecting industry competitive dynamics and scrutinizing financials of publicly traded companies across a multitude of consumer and technology sectors. Over a 26-year career as an equity analyst, portfolio manager and business founder, Mr. Davis successfully led investment management organizations and teams through a multitude of business and market cycles. Additionally, over this time he evaluated and participated in hundreds of initial public offerings. Prior to joining G Squared, Mr. Davis was the Founder and Chief Investment Officer of Caerus Investors, a hedge fund focused on the broad consumer sector that launched in 2009. From 2002 to 2009, he was the co-Founder and co-Chief Investment Officer at Trivium Capital, a hedge fund focused on technology and consumer equities. From 1998 to 2002, Mr. Davis was
Managing Director at Chilton Investment Company where he headed the consumer sector team. He also served stints at Zweig DiMenna Associates and Massachusetts Financial Services as a senior equity analyst. Prior to his career in investment management, Mr. Davis spent five years at Matsushita Electric Industrial and was the first US employee working within the finance department at the company’s headquarters in Osaka, Japan. Mr. Davis serves as the Chief Executive Officer and as a director of GSQD.
Mr. Davis holds an MBA from The Tuck School at Dartmouth College and a BA in East Asian Studies from Washington and Lee University.
Tom Hoban, Chief Financial Officer
Mr. Hoban joined G Squared in February 2020 as Chief Operating Officer after spending the prior 29 years in the hedge fund industry managing the non-investment operations of multiple firms. He brings extensive experience in operations, accounting, compliance and investor relations having built both institutional infrastructure for a number of start-up firms and run the back-office for multi-billion dollar established managers. Prior to joining G Squared, Mr. Hoban was a founding partner and the Chief Operating Officer at Aravt Global, a growth-focused long/short equity hedge fund. Prior to Aravt, from 1993 to 2013 Mr. Hoban held senior operating and finance roles for several asset management firms including Vinik Asset Management, Signpost Capital, Sursum Capital Management, PilotRock Investment Partners, Chilton Investment Company and Tudor Investments. He started his career at Ernst & Young auditing hedge funds and commodity trading firms, including Tudor and Commodities Corporation. Mr. Hoban serves as Chief Financial Officer and as a director of GSQD.
Mr. Hoban graduated from Villanova University with a BS in Accountancy and is a registered CPA in New York State.
Thomas Evans, Director Nominee
Thomas R. Evans serves as a director of Angie’s Home Services (NAS: ANGI) and Shutterstock, (NYSE: SSTK). Previously, Mr. Evans was the President and Chief Executive Officer of Bankrate, Inc. (NYSE: RATE), an internet publisher of consumer financial content and rate information from 2004 through 2013. In 2009, Mr. Evans took Bankrate through a $580 million go-private transaction with Apax Partners. Later, he led Bankrate through a $1.5 billion initial public offering. From 1999 to 2003, Mr. Evans served as Chairman and Chief Executive Officer of Official Payments Corp. From March 1998 to June 1999, he was President and Chief Executive Officer of GeoCities Inc. We believe Mr. Evans’ public company board experience and chief executive experience make him well qualified to serve on our board of directors.
Mr. Evans holds a BA from Arizona State University.
Heather Hasson, Director Nominee
Heather Hasson is the Co-Founder and Co-CEO of FIGS. A serial entrepreneur with a background in design and luxury fashion, Heather has brought the healthcare workwear industry into the twenty-first century with technical products and an industry-shifting distribution model. Heather was selected as an Endeavor Entrepreneur in 2015. She won the Ernst and Young Entrepreneur of the Year Award for the Greater Los Angeles Region in 2018. She was recognized as one of the 100 Most Intriguing Entrepreneurs by Goldman Sachs’ Builders and Innovators Summit in 2018 and 2019 and was named Inc. Magazine’s Top 100 Female Founders in 2019. Heather received the RxArt Foundation’s Innovation Award in 2019 and sits on the RxArt Board. Heather received her B.A. in Political Science from Wisconsin University. We believe Ms. Hasson’s unique entrepreneurial background make her well qualified to serve on our board of directors.
Ms. Hasson attended the Business School at University of Oxford and holds a B.A. in Political Science from the University of Wisconsin-Madison.
Cristina Antelo, Director Nominee
Cristina Antelo serves as CEO and Founding Principal of Ferox Strategies, LLC, a political strategy firm located in Washington, D.C. Prior to founding Ferox Strategies, LLC, Ms. Antelo served as Principal at The
Podesta Group from 2008 to 2017. In addition, Ms. Antelo served as Interim CEO of the Congressional Hispanic Caucus Institute from 2016 to 2017. Ms. Antelo began her lobbying career in 2004, representing Fortune 500 clients at bipartisan government and public affairs firms in Washington, D.C. Ms. Antelo’s policy areas of expertise include financial services, tax, trade, border security, transportation and infrastructure, and crisis management. Prior to transitioning to government relations, Ms. Antelo worked as a Wall Street investment banker and wealth management advisor at Goldman Sachs and J.P. Morgan. She also served as a legal fellow with the Senate Democratic Steering Committee.
Ms. Antelo is active in charitable work, currently serving on the Board of Directors of the Congressional Hispanic Caucus Institute, as well as the board of the National Wildlife Federation's Action Fund. Ms. Antelo further serves on the finance committee for the March of Dimes' annual Gourmet Gala. Finally, Ms. Antelo is also on the Board of Directors for her alma mater, the Brooks School in North Andover, MA. We believe Ms. Antelo’s experience in financial services and government relations make her well qualified to serve on our board of directors.
Ms. Antelo holds a B.S. from Georgetown University and a J.D. from the George Washington University Law School.
OUR STRATEGIC ADVISORS
In addition to our management, investment team and board of directors, we will be supported by the following strategic advisors. We currently expect our strategic advisors to (i) assist us in sourcing and negotiating with potential business combination targets, (ii) provide business insights when we assess potential business combination targets and (iii) upon our request, provide business insights as we work to create additional value in the business or businesses that we acquire. In this regard, our strategic advisors will fulfil some of the same functions as our board members; however, they will not owe any fiduciary obligations to us nor will they perform board or committee functions or have any voting or decision-making capacity on our behalf. They will also not be required to devote any specific amount of time to our efforts. While certain of our strategic advisors have ownership interests in our sponsor, none of our strategic advisors have any employment, consulting fee or other similar compensation arrangements with us.
Johan Bergqvist, Special Advisor
Johan Bergqvist, currently is the CFO of Bolt, a transportation platform providing ride-hailing, micromobility, and food delivery services. Bolt is headquartered in Tallinn, Estonia and operates in over 200 cities in 40 countries in Europe, Africa, Western Asia and North America. Today Bolt is considered one of the fasted growing mobility companies in the world. As the CFO of Bolt Mr. Bergqvist has overseen several significant rounds of equity and debt financings. Prior to joining Bolt, Mr. Bergqvist was the VP of Corporate Finance and Treasury at Spotify. During his Spotify career, he helped the company scale from a few hundred million in revenue to several billions. Mr. Bergqvist was a part of the core team that listed Spotify on the New York Stock Exchange at a $30 billion valuation, making it the highest-valued European tech startup at the time. We believe Mr Bergqvist’s Mobility 2.0 and New Age Media expertise, along with his strong European connections, make him well qualified to serve as a strategic advisor.
Kenneth Hahn, Special Advisor
Kenneth Hahn presently serves as the Chief Financial Officer of Coursera, a high-growth private online education company. Mr. Hahn brings more than twenty years of experience as the Chief Financial Officer of several public and private companies: Collective Health, Icontrol Networks (acquired by Comcast), QuinStreet (Nasdaq: QNST), Borland Software (Nasdaq: BORL), and Extensity (Nasdaq: EXTN). Mr. Hahn led the IPOs, as CFO, of QuinStreet and Extensity and has extensive operational mergers and acquisitions experience, both on the buyside and sellside, of private and public companies. He has a deep network of operating professionals and board members from his thirty years of experience in Silicon Valley. Prior to his executive roles, his professional services background included eight years at the Boston Consulting Group and PricewaterhouseCoopers. Mr. Hahn holds a BA in Business from CSU Fullerton, summa cum laude, and an MBA from Stanford University, where he was named an Arjay Miller Scholar. He has also earned CPA (inactive) and CMA credentials. We believe Mr. Hahn’s deep financial and business creation skills make him a valuable member of our strategic advisors
Mike Linton, Special Advisor
Mike Linton serves as Chief Revenue Officer at Ancestry. Mr. Linton joined Ancestry in September 2019, to lead consumer and product marketing with a focus on accelerating growth and continuing to build a global brand that consumers love and trust. Prior to Ancestry, he served as CMO of Farmers Insurance where his responsibilities included marketing, research, strategic planning, internal and external communications, customer experience and the company’s digital and mobile efforts. In his 30-year marketing and general management career Mr. Linton has also worked at Procter & Gamble, Progressive Insurance, BestBuy and eBay, to name a few. He is on the Board of Directors of Medical Solutions and The Wine Group and advises a number of early-stage companies. Among numerous awards, Mr. Linton has won 4 Effies, a Valiente and was named by Ad Age as one of the most influential 30 marketers. In 2017, he was named one of the 50 Most Innovative CMO’s in the World by Business Insider. Mr. Linton holds an MBA from Duke’s Fuqua School of Business and a BS/BA in Business from Bowling Green State University. We believe Mr. Linton’s extensive marketing expertise and brand building skills make him a valuable member of our strategic advisors.
John McAteer, Special Advisor
John McAteer currently oversees all aspects of Google’s relationships with Retail, Consumer Electronics, and Telco partnerships and clients. In addition, Mr. McAteer works directly with Google’s product organization to ensure that Google’s Retail and Tech client’s interests/needs are being met. In his 15 years plus at Google, Mr. McAteer has had the opportunity to form strong relationships with many of Google’s top partners (Apple, Amazon, Walmart, Samsung, Verizon to name a few) His vantage point as head of Sales and operations has given him a unique perspective and understanding of what companies are doing well - or not doing well - in order to take advantage of their digital presence. Prior to joining Google, Mr. McAteer was VP, Sales and Merchandising, for PriceGrabber Inc. where he was responsible for relationships to retailers and manufacturers. Earlier in his career, he was a VP of Sales and Business Development at Evite and prior to that at PC World Online and at Ziff-Davis Publishing. He currently sits on the Board of the National Retail Federation (NRF) as well as an advisor to several early to late-stage Tech start-ups. Mr. McAteer holds a B.S. in Finance from California State University - Sacramento. We believe Mr. McAteer’s unique experience at Google and outstanding network of relationships make him well qualified to serve as a strategic advisor.
Ilan Nissan, Special Advisor
Ilan Nissan is a senior partner in Goodwin’s Private Equity and Mergers & Acquisitions business and leads the practice in New York. Mr. Nissan’s clients include many of the top alternative asset managers in the world including private equity funds, venture capital funds, hedge funds and family offices. Since 2003, he has been a Lecturer-in-Law at Columbia University Law School, where he teaches a course focusing on mergers and acquisitions, private equity, venture capital and legal transactional strategies. Mr. Nissan holds a JD from Boston University School of Law and a BS at SUNY, Albany. We believe Mr. Nissan is well-qualified to serve as a strategic advisor given his extensive M&A experience and vast network of venture company relationships.
Steve Papa, Special Advisor
Steve Papa is Founder and CEO of Parallel Wireless, the world’s first fully 5G-native architecture for 2G/3G/4G/5G that is built on 100% open COTS components from RAN through core. He was the founder and CEO of Endeca, which he sold to Oracle for $1B in 2011. Endeca pioneered Guided Navigation, one of the leading search innovations of the decade, and made it an industry standard online. Prior to Endeca, Mr. Papa was a part of the original MIT team creating Akamai, a member of the early team at Inktomi in charge of creating the company’s infrastructure caching business, and spent time at Teradata and also at Venrock, the Rockefeller Family’s venture capital arm. Mr. Papa is also a Founding Partner at Toast and current Board Member, Founding Partner of Shoobx and Founding investor and Partner at Kandou Bus S.A. He holds an MBA from Harvard Business School and a BSE in Engineering and Economics from Princeton University. We believe Mr. Papa’s depth of industry knowledge, broad network, and experience scaling companies makes him a valuable member of our strategic advisors.
William Tanona, Special Advisor
William Tanona serves as Senior Vice President of Corporate Development & Investor Relations, providing planning, advisory and execution leadership on mergers and acquisitions, strategic investments and joint ventures. Prior to SoFi, Mr. Tanona was the President, CFO and Treasurer of GSV Capital Corp, a late-stage publicly traded venture capital fund. Prior to joining GSV, he spent nearly two decades at J.P. Morgan, Goldman Sachs, UBS and Fortress Investment Group. Mr. Tanona received a BS in Accounting from Villanova University and is a CFA charterholder. We believe Mr. Tanona is well qualified to serve as a strategic advisor given his extensive experience in growth venture equity and the fintech sector specifically.
In addition to our management team, independent board members and strategic advisors our Company will leverage our sponsor’s extensive research and origination teams based in San Francisco, CA, Chicago, IL, Greenwich, CT and Zurich, Switzerland. This team will assist our Company with target identification, target due diligence, financial analysis, public peer comparison studies and public market reception evaluation in both the U.S. and Europe.
Number and Terms of Office of Officers and Directors
Our board of directors is divided into three classes, with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. The term of office of the first class of directors, consisting of Cristina Antelo will expire at our first general annual meeting. The term of office of the second class of directors, consisting of Heather Hasson and Tom Evans, will expire at our second annual general meeting. The term of office of the third class of directors, consisting of Ward Davis and Larry Aschebrook, will expire at our 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 persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provides that our officers may consist of one or more chairman of the board, chief executive officer, chief operating officer, chief financial officer, chief business officer, president, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors.
Director Independence
The rules of the NYSE 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 with the company which in the opinion of the company’s board of directors, could 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 three “independent directors” as defined in NYSE’s listing standards and applicable SEC rules. Our board of directors has determined that Cristina Antelo, Tom Evans and Heather Hasson are “independent directors” as defined in the NYSE 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. Commencing on the date that our securities are first listed on the NYSE through the earlier of consummation of our initial business combination and our liquidation, we will reimburse our sponsor for
office space, secretarial and administrative services provided to us in the amount of $10,000 per month. 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 partner businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using 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 founding 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 founding 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 founding team’s motivation in identifying or selecting a partner business but we do not believe that the ability of our founding team 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 three standing committees: an audit committee, a nominating committee and a compensation committee.
Subject to phase-in rules and a limited exception, the rules of NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of NYSE require that the compensation committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that has been approved by our board and will have the composition and responsibilities described below. The charter of each committee will be available on our website.
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, and Cristina Antelo, Tom Evans and Heather Hasson will serve as members of our audit committee.
Our board of directors has determined that each of Cristina Antelo, Tom Evans and Heather Hasson are independent. Tom Evans will serve as the Chairman of the audit committee. Each member of the audit committee meets the financial literacy requirements of NYSE and our board of directors has determined
that Tom Evans qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.
The audit committee is responsible for:
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meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;
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monitoring the independence of the independent registered public accounting firm;
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verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
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inquiring and discussing with management our compliance with applicable laws and regulations;
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pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;
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appointing or replacing the independent registered public accounting firm;
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determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
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establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;
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monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of this offering; and
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reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.
Nominating Committee
Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating committee of our board of directors. The members of our nominating committee will be Cristina Antelo, Tom Evans and Heather Hasson, and Cristina Antelo will serve as chairman of the nominating committee. Our board of directors has determined that each of Cristina Antelo, Tom Evans and Heather Hasson are independent.
The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.
Guidelines for Selecting Director Nominees
The guidelines for selecting nominees, which will be specified in a charter to be adopted by us, generally provide that persons to be nominated:
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should have demonstrated notable or significant achievements in business, education or public service;
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should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and
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should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.
The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for
membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by shareholders and other persons.
Compensation Committee
Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of our board of directors. The members of our compensation committee will be Cristina Antelo, Tom Evans and Heather Hasson, and Cristina Antelo will serve as chairman of the compensation committee.
Our board of directors has determined that each of Cristina Antelo, Tom Evans and Heather Hasson are independent. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including:
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reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
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reviewing and approving the compensation of all of our other Section 16 executive officers; reviewing our executive compensation policies and plans;
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implementing and administering our incentive compensation equity-based remuneration plans;
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assisting management in complying with our proxy statement and annual report disclosure requirements;
➤
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive 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.
The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, 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 NYSE and the SEC.
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
Upon the effectiveness of the registration statement of which this prospectus forms a part, we will have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.
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 amended and restated 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, including G Squared Ascend I, private funds under the management of G Squared and their respective portfolio companies, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. In addition, existing and future funds managed by G Squared and their respective portfolio companies may compete with us for business combination opportunities and, if such opportunities are pursued by such entities, we may be precluded from pursuing such opportunities. 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, and may only decide to present it to us if such entity rejects the opportunity and consummating the same would not violate any restrictive covenants to which such officers and directors are subject. Notwithstanding the foregoing, we may pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity-linked securities. Our amended and restated 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.
Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations or other material management relationships:
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INDIVIDUAL
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ENTITY
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|
ENTITY’S BUSINESS
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AFFILIATION
|
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Larry Aschebrook
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G Squared
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Venture capital fund manager
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Managing Partner
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GSQD
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Special Purpose Acquisition Company
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|
Chairman of the Board
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Ward Davis
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G Squared
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Venture capital fund manager
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Principal
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GSQD
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Special Purpose Acquisition Company
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Chief Executive Officer and Director
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Tom Hoban
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|
G Squared
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Venture capital fund manager
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Chief Operating Officer
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GSQD
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Special Purpose Acquisition Company
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|
Chief Financial Officer
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Heather Hasson
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FIGS
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Medical uniforms and apparel
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Chief Executive Officer
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GSQD
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Special Purpose Acquisition Company
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Director
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Cristina Antelo
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Ferox Strategies, LLC
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Political Strategy Firm
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CEO and Founding Principal
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|
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 fulltime 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 sponsor subscribed for 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 sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after this offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would 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 24 months 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 pre-initial business combination activity. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the required time period. If we do not complete our initial business combination within the required time period, the private placement warrants and the underlying securities will expire worthless. Except as described herein, our sponsor and our founding team have agreed not to transfer, assign or sell any of their founder shares or forward purchase securities until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our 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 on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, private placement warrants and the Class A ordinary shares underlying such 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 partner business is an appropriate business with which to effectuate our initial business combination.
➤
Our sponsor has committed to enter into a forward purchase agreement with us that will provide for the purchase by our sponsor or an affiliate of our sponsor, in the aggregate, of 5,000,000 Class A ordinary shares and 1,000,000 redeemable warrants, for an aggregate purchase price of $50,000,000 in a private placement to close substantially concurrently with the closing of 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 partner business as a condition to any agreement with respect to our initial business combination.
In October 2020, Mr. Aschebrook, Mr. Davis, and Mr. Hoban founded GSQD, a blank check company incorporated for the purposes of effecting a business combination. Mr. Aschebrook serves as the Chairman of the Board of GSQD, Mr. Davis serves as the Chief Executive Officer and as a director of GSQD and Mr. Hoban serves as Chief Financial Officer and as a director of GSQD. GSQD completed its initial public offering in February 2021, in which it sold 34,500,000 units, each consisting of one GSQD Class A ordinary share and one-fifth of one warrant for one GSQD Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $345,000,000.
We are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with G Squared, our sponsor, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with G Squared, our sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm that such initial business combination or transaction is fair to our company from a financial point of view.
Affiliates of G Squared and members of our board of directors will directly or indirectly own founder shares and 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 or directors were to be included by a target business as a condition to any agreement with respect to our initial business combination.
We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors. G Squared and GSQD are continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with us and we will not consider a business combination with any company that has already been identified to G Squared or GSQD as a suitable acquisition candidate for it, unless G Squared or GSQD, as applicable, in its sole discretion, declines such potential business combination or, in the case of G Squared, makes available to us a co-investment opportunity in accordance with G Squared’s applicable existing and future policies and procedures. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to select or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to select or locate any such acquisition candidate.
G Squared may manage multiple investment vehicles and raise additional funds and/or successor funds in the future, which may be during the period in which we are seeking our initial business combination. These G Squared investment entities may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity.
In addition, each of our officers and directors presently have and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, G Squared and GSQD, investment funds, accounts, co-investment vehicles and other entities managed by affiliates of G Squared and certain companies in which G Squared or such entities have invested. As a result, if any of our founders, officers or directors becomes aware of a business combination opportunity, which is suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations (including, without limitation, GSQD, G Squared, any G Squared funds or other investment vehicles), then, subject to their fiduciary duties under applicable law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these funds or investment entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition, investment ideas generated within or presented to G Squared, GSQD or our founders may be suitable for us and GSQD, a current or future G Squared fund, portfolio company or other investment entity and, subject to applicable fiduciary duties, will first be directed to GSQD, such fund, portfolio company or other entity before being directed, if at all, to us. None of G Squared, GSQD, our founders or any members of our board of directors who serve as an officer or director of GSQD or are also employed by G Squared or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware solely in their capacities as officers or executives of G Squared.
In addition, our founders, 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 management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, our founders, officers and certain of our directors have, and will have in the future, time and attention requirements for GSQD, current and future special purposes acquisition companies and investment funds, accounts, co-investment vehicles and other entities managed by G Squared. To the extent any conflict of interest arises between, on the one hand, us and, on the other hand, GSQD, other special purpose acquisition companies or investments funds, accounts, co-investment vehicles and other entities managed by G Squared (including, without limitation, arising as a result of certain of our founders, officers and directors being required to offer acquisition opportunities to GSQD, other special purpose acquisition companies or such investment funds, accounts, co-investment vehicles and other entities), GSQD, such other special purpose acquisition companies and G Squared and its affiliates will resolve such conflicts of interest in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance that such conflict of interest will be resolved in our favor.
In no event will our sponsor or any of our existing officers or directors, or any of their respective affiliates, be paid by us 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. Further, commencing on the date our securities are first listed on the NYSE, we will also reimburse our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month.
We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.
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 the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our founding team have agreed to vote their founder shares and public shares purchased during or after this 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, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provides 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 will
enter into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association.
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 (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). 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 issued and 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 February 26, 2021, our sponsor paid $25,000, or approximately $0.007 per share, to cover for certain expenses in consideration for 3,593,750 founder shares (of which, 468,750 are subject to forfeiture if the underwriters do not exercise their over-allotment option). In addition, our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 4,966,667 private placement warrants (or 5,341,667 if the over-allotment option is exercised in full) for a purchase price of $7,450,000 in a private placement (or $8,012,500 if the over-allotment option is exercised in full) that will occur simultaneously with the closing of this offering (assuming the underwriters do not exercise their over-allotment option). 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 contributed to the company by the number of founder shares issued. The number of shares beneficially owned and post-offering percentages in the following table assume that the underwriters do not exercise their over-allotment option and that there are 15,625,000 ordinary shares, consisting of (i) 12,500,000 Class A ordinary shares, and (ii) 3,125,000 Class B ordinary shares, excluding (A) 4,166,667 public warrants included in the units sold in this offering (B) 4,966,667 Class A ordinary shares underlying the private placement warrants, issued and outstanding after this offering and (C) the Forward Purchase Securities.
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NAME AND ADDRESS OF BENEFICIAL OWNER(1)
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NUMBER
OF SHARES
BENEFICIALLY
OWNED(2)
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APPROXIMATE PERCENTAGE
OF OUTSTANDING ORDINARY SHARES
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|
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BEFORE OFFERING
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AFTER OFFERING
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G Squared Ascend Management II, LLC (our sponsor)(2)(3)
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3,125,000
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100.00%
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20.00%
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Larry Aschebrook(2)
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—
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—
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—
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Ward Davis(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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Tom Hoban(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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|
—
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|
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All officers, directors and director nominees as a group (three individuals)
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|
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—
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|
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|
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—%
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|
|
|
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—%
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|
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*
Less than 1%
(1)
The business address of each of the following entities and individuals is 205 N Michigan Ave., Suite 3770, Chicago, IL 60601.
(2)
Interests shown consist solely of founder shares (assuming the underwriters do not exercise their over-allotment option), classified as Class B ordinary shares. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination as described in the section entitled “Description of Securities.”
(3)
The shares reported herein are held in the name of our sponsor. Our sponsor is governed by managers, Larry Aschebrook, Ward Davis and Tom Hoban. As such, Mr. Aschebrook, Mr. Davis and Mr. Hoban may have voting and investment discretion with respect to the Class B ordinary shares held of record by our sponsor and may be deemed to have shared beneficial ownership of the Class B ordinary shares held directly by our sponsor.
(4)
Does not include any shares indirectly owned by this individual as a result of his or her direct or indirect ownership interest in our sponsor.
(5)
These individuals are currently director nominees.
Immediately after this offering, our initial shareholders will beneficially own approximately 20% of the then issued and outstanding ordinary shares and will have the right to appoint all of our directors prior to the completion of our initial business combination. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender 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 (and their permitted transferees, if any) at 20% of the issued and outstanding ordinary shares upon the consummation of this offering. Holders of our public shares will not have the right to appoint any directors to our board of directors prior to the completion of our initial business combination. 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 amended and restated memorandum and articles of association and approval of significant corporate transactions including our initial business combination.
Our sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after this offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would 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 24 months 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 pre-initial business combination activity. Further, our sponsor and each member of our founding team have agreed to vote their founder shares and public shares purchased during or after this offering in favor of our initial business combination.
Our sponsor is deemed to be our “promoter” as such term is defined under the federal securities laws.
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 agreement entered into by our sponsor and our founding team. Our sponsor and our founding team have agreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our 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 on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) any of their private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof until 30 days after the completion of our initial business combination. The foregoing restrictions are not applicable to transfers (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members or partners of our sponsor or their affiliates, any affiliates of our sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’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 the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a business combination at prices no greater than the price at which the founder shares, private placement warrants or Class A ordinary shares, as applicable, were originally purchased; (f) by virtue of our sponsor’s organizational documents upon liquidation or dissolution of our sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial business combination; (h) in the event of our liquidation prior to the completion of our initial business combination; or (i) in the event of our completion of a liquidation, merger, share exchange or other similar transaction which results in all of our public shareholders having the right to exchange their Class A ordinary shares for
cash, securities or other property subsequent to our completion of our initial business combination; provided, however, that in the case of clauses (a) through (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.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
On February 26, 2021, our sponsor paid $25,000, or approximately $0.007 per share, to cover for certain expenses in consideration for 3,593,750 founder shares. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the issued and outstanding shares upon completion of this offering. If we increase or decrease the size of this offering, we will effect a share capitalization or a share surrender 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 (and their permitted transferees, if any) at 20% of the issued and outstanding ordinary shares upon the consummation of this offering. Up to 468,750 founder shares held by our sponsor are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. The founder shares (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.
Our sponsor has committed, pursuant to a written agreement, to purchase 4,966,667 private placement warrants (or 5,341,667 if the over-allotment option is exercised in full) for a purchase price of $7,450,000 (or $8,012,500 if the over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. As such, our sponsor’s interest in this transaction is valued at between $7,450,000 and $8,012,500, depending on the number of private placement warrants purchased. The private placement warrants and Class A ordinary shares issued upon the exercise or conversion thereof may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.
Our sponsor has committed to enter into a forward purchase agreement with us that will provide for the purchase by our sponsor or an affiliate of our sponsor, in the aggregate, of 5,000,000 forward purchase securities, for an aggregate purchase price of $50,000,000, with each forward purchase security consisting of one Class A ordinary share and one-third of one redeemable warrant, in each case, for $10.00 per forward purchase security, in a private placement to close substantially concurrently with the closing of our initial business combination. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase securities sold pursuant to the forward purchase agreement will be identical to the Class A ordinary shares and redeemable warrants included in the units being sold in this offering, respectively, except that our sponsor or an affiliate of our sponsor, as applicable, will have certain registration rights, as described herein. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company.
As more fully discussed in the section of this prospectus entitled “Management—Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any 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 opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.
We currently maintain our executive offices at 205 N Michigan Ave., Suite 3770, Chicago, IL 60601. The cost for our use of this space is included in the $10,000 per month fee we will pay to our sponsor for office space, administrative and support services, commencing on the date that our securities are first listed on the NYSE. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.
No compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, 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 partner businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
Our sponsor may loan us funds to be used for a portion of the expenses of this offering. To date, we have borrowed $50,197 under the promissory note with our sponsor. These loans would be 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 estimated $2,700,000 of offering proceeds that has been allocated to the payment of offering expenses and that is not held in the trust account.
In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. 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 at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor, members of our founding team or any of their affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
After our initial business combination, members of our founding team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a 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 will enter into a registration and shareholder rights agreement pursuant to which our initial shareholders, and their permitted transferees, if any, will be entitled to certain registration rights with respect to the private placement warrants, the securities issuable upon conversion of working capital loans, the forward purchase securities, and the Class A ordinary shares issuable upon exercise of the foregoing and upon conversion of the founder shares. Further, pursuant to an agreement to be entered into on or prior to the closing of this offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement, which is described under the section of this prospectus entitled “Description of Securities—Registration and Shareholder Rights.”
Policy for Approval of Related Party Transactions
The audit committee of our board of directors will adopt a charter, providing for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings, the audit committee shall be provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the transaction, and the benefits of the transaction to the company and to the relevant related party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related party transaction. Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction.
DESCRIPTION OF SECURITIES
We are a Cayman Islands exempted company and our affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association which will be adopted prior to the consummation of this offering, we will be authorized to issue 479,000,000 Class A ordinary shares and 20,000,000 Class B ordinary shares, as well as 1,000,000 preference shares, $0.0001 par value each. The following description summarizes certain terms of our shares as set out more particularly in our amended and restated memorandum and articles of association. Because it is only a summary, it may not contain all the information that is important to you.
Units
Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third 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.
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 UBS Securities LLC 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 five 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 of this offering and the sale of the private placement warrants. We will file a Current Report on Form 8-K which includes this audited balance sheet promptly after the completion 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.
Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination.
Ordinary Shares
Prior to the date of this prospectus, there were 3,593,750 Class B ordinary shares (of which, 468,750 are subject to forfeiture if the underwriters do not exercise their over-allotment option) issued and outstanding, all of which were held of record by our initial shareholders, so that our initial shareholders will own approximately 20% of our issued and outstanding shares after this offering. Upon the closing of this offering, 15,625,000 of our ordinary shares will be outstanding (assuming no exercise of the underwriters’ overallotment option) including:
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12,500,000 Class A ordinary shares underlying the 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 share capitalization or share compulsory redemption or redemption 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 ownership of our initial shareholders (and their permitted transferees, if any) at 20% of our issued and outstanding ordinary shares upon the consummation of this offering.
DESCRIPTION OF SECURITIES
Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, 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 amended and restated 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 the affirmative vote of at least two- thirds of our ordinary shares that are voted, and pursuant to our amended and restated memorandum and articles of association; such actions include amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. Our board of directors is divided into three classes, each of which will generally serve for terms 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. Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.
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. The provisions of our amended and restated memorandum and articles of association governing the appointment or removal of directors prior to our initial business combination may only be amended by a special resolution passed by holders representing at least two- thirds of our issued and outstanding Class B ordinary shares.
Because our amended and restated memorandum and articles of association will 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 NYSE 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 NYSE. As an exempted company, 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 or extraordinary general meeting to appoint new directors prior to the consummation of our initial business combination. 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.
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 income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations 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 may include the requirement that a beneficial owner must identify itself in order to valid redeem its shares. Our sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after this offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to
DESCRIPTION OF SECURITIES
approve an amendment to our amended and restated memorandum and articles of association (A) that would 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 24 months 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 pre-initial business combination activity. Unlike many blank check 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 applicable law or stock exchange rule and we do not decide to hold a shareholder vote for business or other reasons, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated memorandum and articles of association will require these tender offer documents to 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, a shareholder approval of the transaction is required by applicable law or stock exchange rule, or we decide to obtain shareholder approval for business or other reasons, 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 we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. 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 unless restricted by applicable NYSE rules. For purposes of seeking approval of the majority of our issued and outstanding ordinary shares, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. Our amended and restated memorandum and articles of association will 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 amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the 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, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our sponsor and each member of our founding team have agreed to vote their founder shares and 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 to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised). The other members of our founding team are subject to the same arrangements with respect to any public shares acquired by them in or after this offering. Additionally, each public shareholder may appoint to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all.
DESCRIPTION OF SECURITIES
Pursuant to our amended and restated memorandum and articles of association, if we do not consummate an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but 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 income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case of clause (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our sponsor and each member of our founding team have entered into an agreement 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 they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering).
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 income taxes, if any, divided by the number of the 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:
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prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors;
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the founder shares are subject to certain transfer restrictions, as described in more detail below;
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our sponsor and our founding team have entered into an 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, (ii) to waive their redemption rights with respect to any founder shares and any public shares purchased during or after this offering in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would 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 24 months 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 pre-initial business combination activity and (iii) waive their rights to liquidating distributions from the trust account with respect to any founder shares or private placement warrants they hold if we fail to consummate an initial business combination within 24 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within 24 months from the closing of this offering);
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the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination as described below adjacent to the caption “Founder shares conversion and antidilution rights” and in our amended and restated memorandum and articles of association; and
DESCRIPTION OF SECURITIES
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the founder shares are entitled to registration rights.
If we submit our initial business combination to our public shareholders for a vote, our sponsor and our founding team have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination. If we seek shareholder approval, we will complete our initial business combination only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a general meeting are voted in favor of the business combination. In such case, our sponsor and each member of our founding team 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 to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the overallotment option is not exercised);
The founder shares will automatically convert into Class A ordinary shares on the first business day following the consummation of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of this offering, plus (ii) the sum of 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 exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination, any forward purchase securities, and any private placement warrants issued upon conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.
Except as described herein, our sponsor and our founding team have agreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our 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 on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property and (ii) any of their private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof until 30 days after the completion of our initial business combination. Any permitted transferees will be subject to the same restrictions and other agreements of our sponsor and our founding team with respect to any founder shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof. 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 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, the founder shares will be released from the lock-up.
Prior to the completion of 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 amended and restated memorandum and articles of association may only be amended by a special resolution passed by holders representing at least two-thirds of our issued and outstanding Class B ordinary shares. 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 the Companies Act, we must keep a register of members and there should be entered therein:
DESCRIPTION OF SECURITIES
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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; 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, 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, including the right to appoint or remove directors, 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 amended and restated memorandum and articles of association will authorize 1,000,000 preference shares and will provide 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 our founding team. We have no preference shares issued and 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 and Forward Purchase 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 30 days after the completion of our initial business combination, provided 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,
DESCRIPTION OF SECURITIES
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 five units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
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, or a valid exemption from registration is available. 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 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that 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 appoint, we will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the 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, but 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 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 or forward purchase securities held by our initial shareholders or such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares (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 is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices adjacent to “Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or
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exceeds $10.00.” and “Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $18.00.” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
Redemptions of warrants for cash 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 (except as described herein with respect to the private placement warrants):
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in whole and not in part;
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at a price of $0.01 per warrant;
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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 Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of the redemption is given to the warrant holders (the “Reference Value”).
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 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. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants.
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 share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.
Redemption of warrants for cash 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 $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that during such 30 day period 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” of our Class A ordinary shares (as defined below) except as otherwise described below; provided, further, that if the warrants are not exercised on a cashless basis or otherwise during such 30 day period, we shall redeem such warrants for $0.10 per share;
➤
if, and only if, the Reference Value (as defined above under “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) 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 Reference Value is less than $18.00 per share (as adjusted for share subdivisions, share dividends, 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 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
DESCRIPTION OF SECURITIES
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 have 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 the 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 exercise price of the warrant after such adjustment and the denominator of which is the price of the warrant immediately prior to such adjustment. In such an event, the number of shares in the table below shall be adjusted by multiplying such share amounts 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
|
|
|
DESCRIPTION OF SECURITIES
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
|
|
|
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 as reported 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 as reported 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 in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).
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 for cash 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. We will be required to pay the applicable 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.
DESCRIPTION OF SECURITIES
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 the 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 issued and outstanding immediately after giving effect to such exercise.
Anti-dilution Adjustments. If the number of outstanding Class A ordinary shares is increased by a capitalization or share dividend payable in Class A ordinary shares, or by a sub-divisions of ordinary shares or other similar event, then, on the effective date of such capitalization or share dividend, sub- divisions 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 trade 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 the holders of Class A ordinary shares on account of such Class A ordinary shares (or other securities into which the warrants are convertible), other than (a) as described 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, (b) 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 amended and restated 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 24 months 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 pre-initial business combination activity, 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.
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If the number of outstanding Class A ordinary shares is decreased by a consolidation, combination, reverse share sub-division or reclassification of Class A ordinary shares or other similar event, then, on the effective date of such consolidation, combination, reverse share sub-division, 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 shares of Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of our initial business combination (excluding any forward purchase securities) at an issue price or effective issue price of less than $9.20 per share of Class A ordinary shares (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 or forward purchase securities held by our initial shareholders or such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 50% 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 shares of 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 is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to “Redemption of Public Shareholders’ Warrants When the Price Per Share of Class A Ordinary Shares Equals or Exceeds $18.00” and “Redemption of Public Shareholders’ Warrants When the Price Per Share of Class A Ordinary Shares Equals or Exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
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 corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our issued and outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of 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. However, if such holders 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 for which each warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by the company in connection with redemption rights held by shareholders of the company as provided for in the company’s amended and restated certificate of incorporation or as a result of the redemption of Class A ordinary shares by the company if a proposed initial business combination is presented to the shareholders of the company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under
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the Exchange Act) 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) 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) more than 50% of the issued and outstanding Class A ordinary shares, the holder of a warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustment (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. 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 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 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 or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this prospectus, but requires the approval by the holders of at least 50% of the then outstanding public warrants and forward purchase warrants to make any change that adversely affects the interests of the holders of public warrants or forward purchase 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 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 warrants will be issued upon separation of the units and only whole warrants 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.
We have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement 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 we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. See “Risk Factors—Our warrant agreement will designate 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.” This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.
Private Placement Warrants
Except as described below, 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. The private placement warrants
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(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 pursuant to 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 (except as described above under “—Public Shareholders’ Warrants and Forward Purchase Warrants—Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $10.00”). The holders of the private placement warrants will have the option to exercise the private placement warrants on a cashless basis. Any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants will require a vote of holders of at least 50% of the number of the then outstanding private placement warrants.
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 “historical fair market value” (defined below) over the exercise price of the warrants by (y) the historical fair market value. The “historical fair market value” will mean 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 warrant exercise is sent to the holders of warrants. The reason that we have agreed that these warrants will be exercisable on a cashless basis is because it is not known at this time whether the holder thereof 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 restrict 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 warrantholders who are 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 company at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants.
Forward purchase securities
Our sponsor has committed to enter into a forward purchase agreement with us that will provide for the purchase by our sponsor or an affiliate of our sponsor, in the aggregate, of 5,000,000 forward purchase securities, for an aggregate purchase price of $50,000,000, with each forward purchase security consisting of one Class A ordinary share and one-third of one redeemable warrant, in each case, for $10.00 per forward purchase security, in a private placement to close substantially concurrently with the closing of our initial business combination. The obligations under the forward purchase agreement will not depend on whether any Class A ordinary shares are redeemed by our public shareholders. The forward purchase securities sold pursuant to the forward purchase agreement will be identical to the Class A ordinary shares and redeemable warrants included in the units being sold in this offering, respectively, except that our sponsor or an affiliate of our sponsor, as applicable, will have certain registration rights, as described herein. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-transaction company.
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 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
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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 the size of this offering, we will effect a share capitalization or other appropriate mechanism immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares, on an as- converted basis, at 20% of our issued and outstanding ordinary shares upon the consummation of this offering. Further, if we incur any indebtedness in connection with a business combination, 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 claims and losses due to any gross negligence or intentional misconduct of the indemnified person or entity.
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) so as to form a single surviving company.
Where the merger or consolidation is between two Cayman Islands companies, the directors of each company must approve and enter into a written plan of merger or consolidation containing certain prescribed information. That plan or merger or consolidation must then be authorized by either (a) a special resolution (usually a majority of two-thirds in value of the voting shares voted at a general meeting) of 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; and (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.
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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 certain limited appraisal rights for 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-fourth in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it 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 meeting in question; 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 tender offer is made and accepted by holders of 90% of the shares to whom the offer relates within four months, the offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands, but this is unlikely to succeed unless there is evidence of fraud, bad faith, collusion or inequitable treatment of the shareholders.
Further, transactions similar to a merger, reconstruction and/or an amalgamation may in some circumstances be achieved through 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. Campbells, 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 ultra vires (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 Campbells, 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
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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 and privileges listed below:
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annual reporting requirements are minimal and consist mainly of a statement that the company has conducted its operations mainly outside of the Cayman Islands and has complied with the provisions of the Companies 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 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 an exempted company may register as a segregated portfolio company.
Amended and Restated Memorandum and Articles of Association
Our amended and restated 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) the affirmative vote of at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s shareholders entitled to vote and so voting 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 amended and restated memorandum and articles of association provides that special resolutions must be approved either by at least two-thirds of our shareholders who attend and vote at a general meeting of the company (i.e., the lowest threshold permissible under Cayman Islands law), or by a unanimous written resolution of all of our shareholders.
Further, our amended and restated memorandum and articles of association provides that a quorum at our general meetings will consist of one-third of the ordinary shares entitled to vote at such meeting and present in person or by proxy; provided that a quorum in connection with any meeting that is convened to vote on a business combination or any amendment to our amended and restated memorandum and articles of association (A) that would 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 24 months 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 pre-initial business combination activity shall be a majority of the ordinary shares entitled to vote at such meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy.
Our initial shareholders and their permitted transferees, if any, who will collectively beneficially own approximately 20% of our ordinary shares upon the closing of this offering, will participate in any vote to amend our amended and restated memorandum and articles of association and will have the discretion
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to vote in any manner they choose. Specifically, our amended and restated memorandum and articles of association provides, among other things, that:
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if we do not consummate an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but 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 income taxes, if any (less up to
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$100,000 of interest to pay dissolution expenses), divided by the number of the then- outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of 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 the requirements of other applicable law;
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prior to the completion of 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 on any other proposal presented to shareholders prior to or in connection with the completion of an initial business combination or (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we have to consummate a business combination beyond 24 months from the closing of this offering or (y) amend the foregoing provisions;
➤
although we do not intend to enter into a business combination with a partner business that is affiliated with our sponsor, our directors or our executive officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm that such a business combination or transaction is fair to our company from a financial point of view;
➤
if a shareholder vote on our initial business combination is not required by applicable law or stock exchange rule and we do not decide to hold a shareholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;
➤
our initial business combination must occur with one or more partner businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of signing the agreement to enter into the initial business combination;
➤
if our shareholders approve an amendment to our amended and restated memorandum and articles of association (A) that would 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 24 months 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 pre-initial business combination activity, we will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein; and
➤
we will not effectuate our initial business combination solely with another blank check company or a similar company with nominal operations.
DESCRIPTION OF SECURITIES
In addition, our amended and restated memorandum and articles of association provides 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.
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 amended and restated memorandum and articles of association, we view all of these provisions as binding obligations to our shareholders and neither we, nor our officers or directors, will take any action to amend or waive any of these provisions unless we provide dissenting public shareholders with the opportunity to redeem their public shares.
Anti-Money Laundering—Cayman Islands
In order to comply with legislation or regulations aimed at the prevention of money laundering, we are required to adopt and maintain anti-money laundering procedures, and may require subscribers to provide evidence to verify their identity 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 (2021 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:
(a)
the subscriber makes the payment for their investment from an account held in the subscriber’s name at a recognized financial institution;
(b)
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 (c) the application is made through an intermediary which is regulated by a recognized regulatory authority and is based in or incorporated in, or formed under the law of a recognized jurisdiction and an assurance is provided in relation to the procedures undertaken on the underlying investors.
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 distribution payment to a shareholder if our directors or officers suspect or are advised that the payment of such distribution to such shareholder might result in a breach of applicable anti-money laundering or other laws or regulations by any person in any relevant jurisdiction, 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 Act (2021 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
DESCRIPTION OF SECURITIES
higher, or the Financial Reporting Authority, pursuant to the Terrorism Act (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.
Data Protection in the Cayman Islands—Privacy Notice
We have certain duties under the Data Protection Act, 2017 of the Cayman Islands (the “DPL”) based on internationally accepted principles of data privacy.
Introduction
This privacy notice puts our shareholders on notice that through your investment in the company you will provide us with certain personal information which constitutes personal data within the meaning of the DPL (“personal data”).
In the following discussion, the “company” refers to us and our affiliates and/or delegates, except where the context requires otherwise.
Investor Data
We will collect, use, disclose, retain and secure personal data to the extent reasonably required only and within the parameters that could be reasonably expected during the normal course of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our activities of on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will only transfer personal data in accordance with the requirements of the DPL, and will apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or damage to the personal data.
In our use of this personal data, we will be characterized as a “data controller” for the purposes of the DPL, while our affiliates and service providers who may receive this personal data from us in the conduct of our activities may either act as our “data processors” for the purposes of the DPL or may process personal information for their own lawful purposes in connection with services provided to us.
We may also obtain personal data from other public sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals connected with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account details, source of funds details and details relating to the shareholder’s investment activity.
Who this Affects
If you are a natural person, this will affect you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships) that provides us with personal data on individuals connected to you for any reason in relation your investment in the Company, this will be relevant for those individuals and you should transmit the content of this Privacy Notice to such individuals or otherwise advise them of its content.
How the Company May Use Your Personal Data
The company, as the data controller, may collect, store and use personal data for lawful purposes, including, in particular:
(i)
where this is necessary for the performance of our rights and obligations under any purchase agreements;
(ii)
where this is necessary for compliance with a legal and regulatory obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or
DESCRIPTION OF SECURITIES
(iii)
where this is necessary for the purposes of our legitimate interests and such interests are not overridden by your interests, fundamental rights or freedoms.
Should we wish to use personal data for other specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.
Why We May Transfer Your Personal Data
In certain circumstances, we may be legally obliged to share personal data and other information with respect to your shareholding with the relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including tax authorities.
We anticipate disclosing personal data to persons who provide services to us and their respective affiliates (which may include certain entities located outside the US, the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.
The Data Protection Measures We Take
Any transfer of personal data by us or our duly authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPL.
We and our duly authorized affiliates and/or delegates shall apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful processing of personal data, and against accidental loss or destruction of, or damage to, personal data.
We shall notify you of any personal data breach that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant personal data relates.
If you consider that your personal data has not been handled correctly, or you are not satisfied with the company’s responses to any requests you have made regarding the use of your personal data, you have the right to complain to the Cayman Islands’ Ombudsman. The Ombudsman can be contacted by calling +1 (345) 946-6283 or by email at info@ombudsman.ky.
Certain Anti-Takeover Provisions of our Amended and Restated Memorandum and Articles of Association
Our amended and restated memorandum and articles of association provides 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 stock 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.
Securities Eligible for Future Sale
Immediately after this offering we will have 12,500,000 Class A ordinary shares (or 14,375,000 Class A ordinary shares if the underwriters’ over-allotment option is exercised in full) issued and outstanding on an as-converted basis. 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 Class A ordinary 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
DESCRIPTION OF SECURITIES
exercised and 3,593,750 founder shares 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:
➤
1% of the total number of ordinary shares then outstanding, which will equal 156,250 shares immediately after this offering (or 179,687 shares if the underwriters exercise their over-allotment option in full); and
➤
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:
➤
the issuer of the securities that was formerly a shell company has ceased to be a shell company;
➤
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
➤
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and
➤
at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
As a result, our initial shareholders will be able to sell their founder shares and our sponsor will be able to sell its private placement warrants, forward purchase securities and the securities underlying the foregoing, pursuant to Rule 144 without registration one year after we have completed our initial business combination.
Registration and Shareholder Rights
The holders of the founder shares, private placement warrants, Class A ordinary shares underlying the private placement warrants, 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 that may be issued upon conversion of working capital loans), and any forward purchase securities will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of this offering. 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
DESCRIPTION OF SECURITIES
completion of our initial business combination. However, the registration and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the founder shares, as described in the following paragraph, and (ii) in the case of the private placement warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
Except as described herein, our sponsor and our founding team have agreed not to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share 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 on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) any of their private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof until 30 days after the completion of our initial business combination. Any permitted transferees will be subject to the same restrictions and other agreements of our sponsor and founding team with respect to any founder shares, private placement warrants and Class A ordinary shares issued upon conversion or exercise thereof. We refer to such transfer restrictions throughout this prospectus as the lock-up.
In addition, pursuant to an agreement to be entered into on or prior to the closing of this offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.
Listing of Securities
We intend to apply to have our units listed on NYSE under the symbol “GSQB.U.” Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on NYSE under the symbols “GSQB” and “GSQB.W,” respectively. The units will automatically separate into their component parts and will not be traded following the completion of our initial business combination.
TAXATION
The following summary of certain Cayman Islands and U.S. federal income tax considerations of an investment in our units, each consisting of one Class A ordinary share and one-third 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.
The Company has been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has applied for and received an undertaking from the Financial Secretary of the Cayman Islands in the following form:
THE TAX CONCESSIONS 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 G Squared Ascend II Inc. (the “Company”):
2.
That no law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and 3. 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:
3.2
On or in respect of the shares, debentures or other obligations of the Company; or
3.3
by way of the withholding in whole or part, of any relevant payment as defined in Section 6(3) of the Tax Concessions Act (2018 Revision).
These concessions shall be for a period of 20 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 ownership and disposition of our units (each consisting of one Class A ordinary share and one-third of one redeemable warrant), other than private placement warrants, that are purchased in this offering by U.S. Holders (as defined below) and Non-U.S. Holders (as defined below). Because the components of a unit become separable at the option of the holder once the Class A ordinary shares and warrants commence separate trading, 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 holders of Class A ordinary shares and warrants should also apply to holders of units (as the deemed owners of the underlying Class A ordinary shares and warrants that constitute the units).
This discussion is limited to certain 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 ownership and disposition of a unit by a prospective investor subject to special rules, including:
➤
our sponsor, founders, officers or directors;
➤
banks, financial institutions or financial services entities;
➤
brokers;
➤
dealers or traders in securities that are subject to a mark-to-market method of tax accounting for their securities holdings;
➤
S-corporations, partnerships, or other entities or arrangements classified as partnerships for U.S. federal income tax purposes;
➤
tax-exempt entities;
➤
governments or agencies or instrumentalities thereof;
➤
insurance companies;
➤
regulated investment companies;
➤
real estate investment trusts;
➤
persons that hold our securities as part of a straddle, constructive sale, conversion or other integrated or similar transaction;
➤
U.S. holders (as defined below) whose functional currency is not the U.S. dollar; and
➤
persons that actually or constructively own ten percent or more of our shares (by vote or value).
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.
Those authorities 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-U.S. 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.
As used herein, the term “U.S. Holder” means a beneficial owner of units, Class A ordinary shares or warrants that is for U.S. federal income tax purposes: (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or (B) it has in effect a valid election to be treated as a U.S. person.
This discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through such entities. If a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our securities, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partner and the partnership. A U.S. Holder who is a partner of a partnership holding our securities is urged to consult its tax advisor.
THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE OWNERSHIP AND DISPOSITION OF OUR SECURITIES. EACH PROSPECTIVE INVESTOR IN OUR SECURITIES IS URGED TO CONSULT ITS TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE OWNERSHIP AND DISPOSITION OF OUR SECURITIES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. 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-third of one warrant, five of which may be combined into a whole warrant exercisable to acquire one Class A ordinary share. We intend to treat the acquisition of a unit in this manner and, by purchasing a unit, U.S. Holders will agree to adopt such treatment for applicable tax purposes. For U.S. federal income tax purposes, each holder of a unit will agree to allocate the purchase price paid by it for such unit between the one Class A ordinary share and the one-third of one warrant based on the relative fair market value of each at the time of issuance. The price allocated to each Class A ordinary share and one-third of one warrant should constitute the U.S. Holder’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-third of one warrant composing or constituting the unit, and the amount realized on the disposition should be allocated between the Class A ordinary share and one-third of one warrant based on their respective relative fair market values at the time of disposition (as determined by each U.S. Holder based on all the relevant facts and circumstances). Neither the separation of the Class A ordinary share and the one-third of one warrant constituting a unit nor the combination of thirds of warrants into a single warrant should be a taxable event for U.S. federal income tax purposes.
The foregoing treatment of the units, Class A ordinary shares and warrants and purchase price allocation are not binding on the IRS or the courts. Because there are no authorities that directly address instruments that are similar to the units, no assurance can be given that the IRS or the courts will agree with the characterization described above or the discussion below. Accordingly, each prospective investor is urged to consult its tax advisor regarding the tax consequences of an investment in a unit (including alternative characterizations of a unit). The balance of this discussion assumes that the characterization of the units described above is respected for U.S. federal income tax purposes.
U.S. Holders
Taxation of Distributions
Subject to the PFIC rules discussed below, a U.S. Holder generally will be required to include in gross income as dividends in the year actually or constructively received by the U.S. Holder the amount of cash
and the fair market value of any other property (other than certain distributions of our shares or rights to acquire our shares) distributed with respect to 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). Such dividends paid by us will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. 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 (see “—Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Ordinary Shares and Warrants” below).
With respect to non-corporate U.S. Holders, under tax laws currently in effect and subject to certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), 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, the Company is not treated as a PFIC at the time the dividend was paid or in the preceding taxable year and certain holding period requirements are met. It is unclear, however, whether certain redemption rights with respect to the Class A ordinary shares 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 at such time. It is unclear, however, whether the redemption rights with respect to the Class A ordinary shares described in this prospectus may suspend the running of the applicable holding period for this purpose.
The amount of gain or loss recognized on a sale or other taxable disposition generally will be equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received on 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 relative fair market values of the Class A ordinary shares and the warrants included in the units) and (ii) the U.S. Holder’s adjusted tax basis in its Class A ordinary shares or warrants so disposed of. A U.S. Holder’s adjusted tax basis in its Class A ordinary shares and warrants generally will equal the U.S. Holder’s acquisition cost (that is, the portion of the purchase price of a unit allocated to a Class A ordinary share and one-third of one warrant, as described above in “—Allocation of Purchase Price and Characterization of a Unit”) and reduced by any prior distributions treated as a return of capital. Long-term capital gain realized by a non-corporate U.S. Holder is currently eligible to be taxed at reduced rates. See “—Exercise, Lapse or Redemption of a Warrant” below for a discussion regarding a U.S. Holder’s tax basis in the Class A ordinary share acquired pursuant to the exercise of a warrant. The deductibility 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 (referred to herein as a “redemption”), the treatment of the redemption for U.S. federal income tax purposes will depend on whether it qualifies as a sale of the Class A ordinary shares under Section 302 of the Code. If the redemption 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 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 qualifies for sale treatment will depend largely on the total number of our shares treated as held by the U.S. Holder (including any shares constructively owned by the U.S. Holder described in the following paragraph) relative to all of our shares outstanding both before and after such redemption. The redemption 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 (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 Class A ordinary shares actually owned by the U.S. Holder, but also our shares that are constructively owned by it. A U.S. Holder may constructively own, in addition to shares owned directly, shares owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any shares the U.S. Holder has a right to acquire by exercise of an option, which would generally include Class A ordinary shares which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage of our issued and outstanding voting shares actually and constructively owned by the U.S. Holder immediately following the redemption of Class A ordinary shares must, among other requirements, be less than 80% of the percentage of our issued and outstanding voting shares actually and constructively owned by the U.S. Holder immediately before the redemption. Prior to the completion of our initial business combination, the Class A ordinary shares may not be treated as voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete termination of a U.S. Holder’s interest if either (i) all of our shares actually and constructively owned by the U.S. Holder are redeemed or (ii) all of our shares actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of shares owned by certain family members and the U.S. Holder does not constructively own any other shares of ours. The redemption of the Class A ordinary shares will not be essentially equivalent to a dividend with respect to a U.S. Holder if it results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction of 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 that exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult its tax advisor as to the tax consequences of a redemption.
If none of the foregoing tests is satisfied, then the redemption will be treated as a corporate distribution and the tax effects will be as described in “—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.
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 initial 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 in “—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 its 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 would equal the U.S. Holder’s tax basis in the warrants surrendered in connection with such cashless exercise. If the cashless exercise were not a realization event, it is unclear whether a U.S. Holder’s holding period for the Class A ordinary shares received will commence on the date of exercise of the warrants or the day following the date of exercise of the warrants. 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 as a taxable exchange of some of the warrants surrendered 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 in exchange for the exercise price. 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 aggregate exercise price for the total number of warrants deemed exercised by such U.S. Holder and the U.S. Holder’s tax basis in the warrants deemed surrendered. In this case, a U.S. Holder’s adjusted tax basis in the Class A ordinary shares received would equal the sum of the U.S. Holder’s initial investment in the warrants deemed exercised (i.e., the portion of the U.S. Holder’s purchase price for the units that is allocated to the warrants, as described above under “—Allocation of Purchase Price and Characterization of a Unit”) and the exercise price of such warrants. It is unclear whether a U.S. Holder’s holding period for the Class A ordinary shares would commence on the date of exercise of the warrants 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, there can be no assurance which of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, a U.S. Holder should consult its tax advisor regarding the tax consequences of a cashless exercise.
While not free from doubt, a cashless exercise of warrants for Class A ordinary shares made after the warrants are called for redemption as described in the section of this prospectus entitled “Description of Securities—Warrants—Public Shareholders’ Warrants and Forward Purchase Warrants—Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $10.00” should be treated as a “recapitalization” for U.S. federal income tax purposes. Accordingly, subject to the PFIC rules described below, a U.S. Holder should not recognize any gain or loss on the redemption of warrants for Class A ordinary shares. In such event, a U.S. Holder’s aggregate tax basis in the Class A ordinary shares received in the redemption generally should equal the U.S. Holder’s aggregate tax basis in the warrants redeemed and the holding period for the Class A ordinary shares received should include the U.S. Holder’s holding period for the surrendered warrants. However, there is some uncertainty regarding this tax treatment and it is possible such a redemption could be treated as a taxable exchange in which gain or loss would be recognized. Accordingly, a U.S. Holder is urged to consult its tax advisor regarding the tax consequences of a cashless exercise of warrants in connection with a redemption of warrants for Class A ordinary shares.
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 and Forward Purchase Warrants—Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00” or the section of this prospectus entitled “Description of Securities—Warrants—Public Shareholders’ Warrants and Forward Purchase Warrants—Redemption of warrants for cash when the 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 in “—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 and Forward Purchase Warrants.” An adjustment which has the effect of preventing dilution generally is not taxable. The U.S. Holders of the warrants would, however, be treated as receiving a constructive distribution from us if, for example, the adjustment increases the U.S. Holder’s proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of Class A ordinary shares that would be obtained upon exercise) as a result of a distribution of cash or other property to the holders of our Class A ordinary shares which is taxable to the U.S. Holders of such Class A ordinary shares as described in “—Taxation of Distributions” above. Such constructive distribution would be subject to tax as described in that section in the same manner as if the U.S. Holders of the warrants received a cash distribution from us equal to the fair market value of such increased interest and would increase a U.S. Holder’s adjusted tax basis in its warrants to the extent that such distribution is treated as a dividend. 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 non-U.S. corporation 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 passive assets.
Because we are a blank check company, with no current active business, we believe that it is likely that we will meet the PFIC asset and/or income test for our current taxable year. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income (the “start-up 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 two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years. The applicability of the start-up exception to us is uncertain and will not be known until after the close of our current taxable year or, possibly, after the close of our two subsequent taxable years. 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 (or we do not complete a business acquisition by the end of the first taxable year after the taxable year of our formation), then we will likely not qualify for the start-up exception and will be a PFIC for the year of our formation. Our actual PFIC status for the year of our formation or any subsequent taxable year (or possibly later, as indicated above), however, will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year 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 qualified electing fund (“QEF”) election or a mark-to-market election for our first taxable year as a PFIC, and in which the U.S. Holder held (or was deemed to hold) Class A ordinary shares, as described below, such U.S. Holder generally would be subject to special and adverse rules with respect to (i) any gain recognized by the U.S. Holder on the sale or other disposition of its Class A ordinary shares or warrants and (ii) any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the Class A ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the Class A ordinary shares).
Under these rules:
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the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Class A ordinary shares or warrants;
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the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;
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the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and
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an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder.
PFIC Elections
In general, if we are determined to be a PFIC, a U.S. Holder may avoid the adverse PFIC tax consequences described above in respect of our Class A ordinary shares (but not our warrants) by making and maintaining 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. U.S. Holders 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 sold or otherwise disposed of such warrants (other than upon exercise of such warrants for cash) and we were a PFIC at any time during the U.S. Holder’s holding period of such warrants, any gain recognized generally would be treated as an excess distribution, taxed as described above. If a U.S. Holder that exercises such warrants properly makes and maintains 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 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, will continue to apply with respect to such newly acquired Class A ordinary shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the U.S. Holder held the warrants), unless the U.S. Holder makes a purging election under the PFIC rules. Under one type of 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. Under another type of purging election, an electing U.S. Holder will be treated as having received as an excess distribution its ratable share of our earnings and profits as determined for U.S. federal income tax purposes. In order for a U.S. Holder to make the second election, we must also be a “controlled foreign corporation” as defined in the Code, and there are no assurances that we will so qualify. As a result of either 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 tax or 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 taxable year. Alternatively, if we are a PFIC and our Class A ordinary shares constitute “marketable stock,” a U.S. Holder may avoid the adverse PFIC tax consequences discussed above if such U.S. Holder, at the close of the first taxable year in which it holds (or is deemed to hold) our Class A ordinary shares, makes a mark-to-market election with respect to such shares for such taxable year. Such U.S. Holder generally will include for each of its taxable years as ordinary income the excess, if any, of the fair market value of its Class A ordinary shares at the end of such year over its adjusted basis in its Class A ordinary shares. These amounts of ordinary income would not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gain. The U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted basis of its Class A ordinary shares over the fair market value of its Class A ordinary shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s basis in its Class A ordinary shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its Class A ordinary shares will be treated as ordinary income. Currently, a mark-to-market election may not be made with respect to warrants.
The mark-to-market election is available only for “marketable stock,” generally, stock that is regularly traded on a national securities exchange that is registered with the SEC, 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 should consult their tax advisors regarding the availability and tax consequences of a mark-to-market election with 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. 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 information required to make or maintain a QEF election with respect to the lower-tier PFIC. 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, purging 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 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 our units, 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 will 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 units, 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 holder who, for U.S. federal income tax purposes, is a beneficial owner of units, Class A ordinary shares or warrants (other than a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) who or 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 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 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 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 U.S. 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 characterization for U.S. federal income tax purposes of the redemption of a Non-U.S. Holder’s Class A ordinary shares will generally correspond to the U.S. federal income tax characterization of such a redemption of a U.S. Holder’s Class A ordinary shares, as described in “U.S. Holders—Redemption of
Class A Ordinary Shares” above, and the consequences of the redemption to the Non-U.S. Holder will be as described in the paragraphs above under the heading “Non-U.S. Holders” based on such characterization.
The U.S. federal income tax treatment of a Non-U.S. Holder’s exercise of a warrant, or the lapse of a warrant held by a Non-U.S. Holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a warrant held by a U.S. Holder, as described in “—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 Class A ordinary shares and warrants.
Information Reporting and Backup Withholding
Dividend payments with respect to our Class A ordinary shares and proceeds from the sale, exchange or redemption of our Class A ordinary shares may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status. A Non-U.S. Holder generally will eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s U.S. federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.
The U.S. federal income tax discussion set forth above is included for general information only and may not be applicable depending upon a holder’s particular situation. Holders are urged to consult their tax advisors with respect to the tax consequences to them of the acquisition, ownership and disposition of our units, Class A ordinary shares and warrants, including the tax consequences under U.S. federal non-income, state, local, non-U.S. and other tax laws and tax treaties and the possible effects of changes in U.S. or other tax laws.
UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting agreement dated as of the date of this prospectus, we have agreed to sell to the underwriters named below the following respective numbers of units:
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Underwriter
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Number of Units
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UBS Securities LLC
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The underwriting agreement provides that the underwriters are obligated to purchase all the units in this offering if any are purchased, other than those units covered by the over-allotment option described below.
We have granted to the underwriters a 45-day option to purchase on a pro rata basis up to 1,875,000 additional units at the initial public offering price, less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of units.
The underwriters propose to offer the units initially at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession of $ per unit.
The following table summarizes the compensation and estimated expenses we will pay:
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Per Unit(1)
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Total
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Without
Over-
allotment
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With
Over-
allotment
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Without
Over-
allotment
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With
Over-
allotment
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Underwriting Discounts and Commissions
paid by us
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|
|
$
|
0.55
|
|
|
|
|
$
|
0.55
|
|
|
|
|
$
|
6,875,000
|
|
|
|
|
$
|
7,906,250
|
|
|
(1)
Includes $0.35 per unit, or $4,375,000 in the aggregate (or $5,031,250 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 $0.35 multiplied by the number of Class A ordinary shares sold as part of the units in this offering, as described in this prospectus.
We estimate that our non-reimbursed out-of-pocket expenses for this offering will be approximately $2,700,000. We have agreed to pay for certain of the underwriters’ reasonable out-of-pocket fees and expenses subject to an overall cap of $125,000. Additionally, we have agreed to provide UBS Securities LLC with a right of first refusal to provide investment banking services in connection with certain future transactions (which right shall not extend more than three years from the commencement of sales of the offering in compliance with FINRA Rule 5110).
The representative has informed us that the underwriters do not intend to make sales to discretionary accounts.
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 UBS Securities LLC for a period of 180 days after the date of this prospectus, any units, warrants, Class A ordinary shares or any other securities convertible into, or exercisable, or exchangeable for, Class A ordinary shares; provided, however, that we may (1) issue and sell the private placement warrants; (2) issue and sell the additional units to cover our underwriters’ over-allotment option (if any); (3) register with the SEC pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, the resale of the private placement warrants and the Class A ordinary shares issuable upon exercise of the warrants and the founder shares; and (4) issue securities in connection with our initial business combination. However, the foregoing shall not apply to the forfeiture of any founder shares pursuant to their terms or any transfer of founder shares to any current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the letter agreement, filed herewith, at the time of such transfer; and as long as, to the extent any Section 16 reporting obligation is triggered as a result of such transfer, any related Section 16 filing includes a practical explanation as to the nature of the transfer). UBS Securities LLC in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice.
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) subsequent to our initial business combination, (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 public 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—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 salable until 30 days after the completion of our initial business combination (except with respect to permitted transferees as described herein under “Principal Shareholders—Transfers of Founder Shares and Private Placement Warrants”).
We have agreed to indemnify the underwriters against certain liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.
We expect our units to be listed on NYSE, under the symbol “GSQB.U” and, once the Class A ordinary shares and warrants begin separate trading, to have our Class A ordinary shares and warrants listed on NYSE under the symbols “GSQB” and “GSQB.W,” respectively.
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.
If we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period, 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 this offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.
➤
Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
➤
Over-allotment involves sales by the underwriters of units in excess of the number of units the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of units over-allotted by the underwriters is not greater than the number of units that they may purchase in the over-allotment option. In a naked short position, the number of units involved is greater than the number of units in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing units in the open market.
➤
Syndicate covering transactions involve purchases of the units in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of units to close out the short position, the underwriters will consider, among other things, the price of units available for purchase in the open market as compared to the price at which they may purchase units through the over-allotment option. If the underwriters sell more units than could be covered by the over-allotment option (a naked short position), the position can only be closed out by buying units in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the units in the open market after pricing that could adversely affect investors who purchase in this offering.
➤
Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the units originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our units or preventing or retarding a decline in the market price of the units. As a result, the price of our units may be higher than the price that might otherwise exist in the open market. These transactions may be effected on NYSE or otherwise and, if commenced, may be discontinued at any time.
Other than the right of first refusal referenced above, we are not under any contractual obligation to engage any of the underwriters to provide any services for us after this offering, but we may do so at our discretion. However, any of the underwriters may introduce us to potential target businesses, provide financial advisory services to us in connection with a business combination or assist us in raising additional capital in the future, including by acting as a placement agent in a private offering or underwriting or arranging debt financing. 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 during the 180-day period preceding the required filing date through the 60-day period following the effective date of the offering, unless 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. Any fees we may pay the underwriters or their affiliates for services rendered to us after this offering may be contingent on the completion of a business combination and may include non-cash compensation. The underwriters or their affiliates that provide these services to us may have a potential conflict of interest given that the underwriters are entitled to the deferred portion of their underwriting compensation for this offering only if an initial business combination is completed within the specified time frame.
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. They have received, or may in the future receive, customary fees and commissions for these transactions.
In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers.
Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representative may agree to allocate a number of units to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations.
The units are offered for sale in the United States, Europe, Asia and other jurisdictions where it is lawful to make such offers.
Each of the underwriters has represented and agreed that it has not offered, sold or delivered and will not offer, sell or deliver any of the units directly or indirectly, or distribute this prospectus or any other offering material relating to the units, in or from any jurisdiction except under circumstances that will result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on us except as set forth in the underwriting agreement.
EUROPEAN ECONOMIC AREA
In relation to each Member State of the European Economic Area (each, a “Relevant Member State”), each underwriter represents and agrees that no units have been offered or will be offered pursuant to this offering to the public in that Relevant Member State prior to the publication of a prospectus in relation to the units which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Regulation, except that offers of units may be made to the public in that Relevant Member State at any time in accordance with 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 in the Prospectus Regulation) subject to obtaining the prior consent of the manager 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.
No units will be made available to retail investors in the EEA within the meaning of the PRIIPs Regulation. The issuer is not a PRIIP manufacturer under the PRIIPs Regulation and no underwriter is, or will hold itself out to be, a “person selling a PRIIP” as such expression is defined in the PRIIPs Regulation. No units have been offered or will be offered in circumstances in which a Key Information Document is required to be published in accordance with the PRIIPs Regulation.
For the purposes of this provision, the expression an “offer of units to the public” in relation to any units in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the units to be offered so as to enable an investor to decide to purchase or subscribe for any units, the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 and the expression “PRIIPs Regulation” means Regulation (EU) 1286/2014.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
In relation to the United Kingdom, no units have been offered or will be offered pursuant to this offering to the public in the United Kingdom prior to the publication of a prospectus in relation to the units which has been approved by the competent authority in the United Kingdom in accordance with the UK Prospectus Regulation, except that offers of units may be made to the public in the United Kingdom at any time under the following exemptions under the UK Prospectus Regulation:
(a)
to any legal entity which is a qualified investor as defined under the UK Prospectus Regulation;
(b)
to fewer than 150 natural or legal persons (other than qualified investors as defined under the UK Prospectus Regulation), subject to obtaining the prior consent of the Representative for any such offer; or
(c)
in any other circumstances falling within Article 1(4) of the UK Prospectus Regulation,
provided that no such offer of units shall require the issuer or any underwriter to publish a prospectus pursuant to section 85 of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.
No units will be made available to retail investors in the UK within the meaning of the UK PRIIPs Regulation. The issuer is not a PRIIP manufacturer under the UK PRIIPs Regulation and no underwriter is, or will hold itself out to be, a “person selling a PRIIP” as such expression is defined in the UK PRIIPs Regulation. No units have been offered or will be offered in circumstances in which a Key Information Document is required to be published in accordance with the UK PRIIPs Regulation.
For the purposes of this provision, the expression an “offer to the public” in relation to any units in the United Kingdom 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, the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the Prospectus (Amendment etc) (EU Exit) Regulations 2019, and the expression “UK PRIIPs Regulation” means Regulation (EU) 1286/2014 as it forms part of domestic law by virtue of the Packaged Retail and Insurance-based Investment Products (Amendment) (EU Exit) Regulations 2019.
Each of the underwriters severally represents, warrants and agrees as follows:
(a)
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) to persons who have professional experience in matters relating to investments falling with Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of FSMA does not apply to the company; and
(b)
it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the units in, from or otherwise involving the United Kingdom.
NOTICE TO PROSPECTIVE INVESTORS IN ITALY
The offering of the common shares has not been registered pursuant to Italian securities legislation and, accordingly, no common shares may be offered, sold or delivered, nor may copies of this offering memorandum or of any other document relating to the common shares be distributed in the Republic of Italy, except:
1.
to qualified investors (investitori qualificati), as defined pursuant to Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and Article 34-ter, first paragraph, letter (b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time (“Regulation No. 11971”); or
2.
in other circumstances which are exempted from the rules on public offerings pursuant to Article 100 of the Financial Services Act and Article 34-ter of the Regulation No. 11971.
Any offer, sale or delivery of the common shares or distribution of copies of this offering memorandum or any other document relating to the common shares in the Republic of Italy under (1) or (2) above must be:
➤
made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of October 29, 2007 (as amended from time to time) and Legislative Decree No. 385 of September 1, 1993, as amended (the “Banking Act”); and
➤
in compliance with Article 129 of the Banking Act, as amended, and implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy; and
➤
in compliance with any other applicable laws and regulations or requirement imposed by CONSOB or other Italian authority.
Notice to Residents of Japan
The underwriters will not offer or sell any of our units directly or indirectly in Japan or to, or for the benefit of any Japanese person or to others, for re-offering or re-sale directly or indirectly in Japan or to any Japanese person, except in each case pursuant to an exemption from the registration requirements of,
and otherwise in compliance with, the Securities and Exchange Law of Japan and any other applicable laws and regulations of Japan. For purposes of this paragraph, “Japanese person” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan.
NOTICE TO PROSPECTIVE INVESTORS IN AUSTRALIA
No prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”), in relation to the offering. This document does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (Cth) (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.
Any offer in Australia of the units may only be made to persons who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the units without disclosure to investors under Chapter 6D of the Corporations Act.
In addition, the Class A ordinary shares and warrants (including any shares issued on the exercise of the warrants) must not be offered for sale in Australia in the period of 12 months after the respective date of issue, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring the Class A ordinary shares and warrants (including any shares issued on the exercise of the warrants) must observe such Australian on-sale restrictions.
This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.
NOTICE TO INVESTORS IN THE UNITED ARAB EMIRATES (UAE)
Notice to persons in the onshore UAE
In accordance with the 2017 Promotion and Introduction Regulations (as emended) of the UAE Securities and Commodities Authority (SCA), our shares may only be promoted and offered in the UAE (excluding the Dubai International Financial Centre (DIFC) and the Abu Dhabi Global Market (ADGM)) without the prior approval of the SCA where the promotion is directed to: (i) the UAE federal government and local governments, governmental institutions and authorities; (ii) companies fully owned by any of the aforementioned; (iii) international bodies and organizations; (iv) entities licensed by the SCA or equivalent regulatory authority; (v) a corporate person who meets, at the date of its last financial statements, at least two of the following requirements: (1) total assets of AED (75) million; (2) net annual revenues of AED (150) million; and (3) has net owner equity or paid-up capital of AED (7) million; or (vi) following a ‘reverse’ (i.e. unsolicited) enquiry by an investor. Further, this document does not constitute a public offer of our shares in the UAE (excluding the DIFC and the ADGM) and is not intended to be a public offer. The SCA has not verified this document or other documents in connection with out shares and the SCA may not be held liable for the accuracy or completeness of the information in this document. Our shares may be illiquid or subject to restrictions on their resale. Prospective investors should conduct their own due diligence on our shares. If you do not understand the contents of this document you should consult an authorized financial advisor.
Notice to persons in the Abu Dhabi Global Market (ADGM) in the UAE
This offer document is an ‘Exempt Offer’, in accordance with the ‘Market Rules’ of the ADGM Financial Services Regulatory Authority. This ‘Exempt Offer’ document is intended for distribution only to persons of a type specified in the Market Rules. It must not be delivered to, or relied on by, any other
person. The ADGM Financial Services Regulatory Authority has no responsibility for reviewing or verifying any document in connection with ‘Exempt Offers’. The ADGM Financial Services Regulatory Authority has not approved this ‘Exempt Offer’ document nor taken steps to verify the information set out in it, and has no responsibility for it. The securities to which this Exempt Offer related may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this ‘Exempt Offer’ document you should consult an authorized financial advisor. For the purposes of this financial-promotion restriction in the Financial Services and Markets Regulation of the ADGM, this offer document constitutes an ‘Exempt Communication’ or is not otherwise subject to that restriction. Where applicable, it is intended for distribution only to person of a type specified in the relevant ‘Exempt Communication’. It must not be delivered to, or relied on by, any other person,
Notice to persons in the Dubai International Financial Centre (DIFC) in the UAE
This document relates to an ‘Exempt Offer’, in accordance with the Market Rules of the Dubai Financial Services Authority (DFSA). This document is intended for distribution only to persons of a type specified in the Market Rules. It must not be delivered to, or relied on, by any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with ‘Exempt Offers’. The DFSA has not approved this document not taken steps to verify the information set out in it, and has no responsibility for it. Our shares may be illiquid and/or subject to restrictions on their re-sale. Prospective purchasers of our shares should conduct their own due diligence on them. If you do not understand the contents of this document you should consult an authorized financial adviser. For the purposes of the financial-promotion restriction in the Regulatory Law 2004 (as amended) of the DIFC, this offer document constitutes an ‘Exempt Financial Promotion’ or is not otherwise subject to that restriction. Where applicable, it is intended for distribution only to persons of a type specified in the relevant ‘Exempt Communication’. It must not be delivered to, or relied on by, any other person.
Notice to Prospective Investors in Qatar
The units described in this prospectus have not been, and will not be, offered, sold or delivered, at any time, directly or indirectly in the State of Qatar (including the Qatar Financial Centre) in a manner that would constitute a public offering. This prospectus has not been, and will not be, registered with or approved by the Qatar Financial Markets Authority, the Qatar Central Bank, Qatar Financial Centre Regulatory Authority or any other relevant Qatar governmental body or securities exchange and may not be publicly distributed. This prospectus is intended for the original recipient only and must not be provided to any other person. It is not for general circulation in the State of Qatar and may not be reproduced or used for any other purpose.
Notice to Residents of Hong Kong
The underwriters and each of their affiliates have not (1) offered or sold, and will not offer or sell, in Hong Kong, by means of any document, our units other than (A) to “professional investors” as defined in the Securities and Futures Ordinance (Cap.571) of Hong Kong and any rules made under that Ordinance or (B) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32 of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance or (2) issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere any advertisement, invitation or document relating to our units 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 securities laws of Hong Kong) other than with respect to our securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance. The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.
Notice to Residents of Singapore
This prospectus or any other offering material relating to our units has not been and will not be registered as a prospectus with the Monetary Authority of Singapore, and the units will be offered in Singapore pursuant to exemptions under Section 274 and Section 275 of the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and Futures Act”). Accordingly our units may not be offered or sold, or be the subject of an invitation for subscription or purchase, nor may this prospectus or any other offering material relating to our units be circulated or distributed, whether directly or indirectly, to the public or any member of the public in Singapore other than (a) to an institutional investor or other person specified in Section 274 of the Securities and Futures Act, (b) to a sophisticated investor, and in accordance with the conditions specified in Section 275 of the Securities and Futures Act or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act.
Notice to Residents of Germany
Each person who is in possession of this prospectus is aware that no German sales prospectus (Verkaufsprospekt) within the meaning of the Securities Sales Prospectus Act (Wertpapier- Verkaufsprospektgesetz, the “Act”) of the Federal Republic of Germany has been or will be published with respect to our units. In particular, each underwriter has represented that it has not engaged and has agreed that it will not engage in a public offering (offentliches Angebot) within the meaning of the Act with respect to any of our units otherwise then in accordance with the Act and all other applicable legal and regulatory requirements.
Notice to Residents of France
The units are being issued and sold outside the Republic of France and that, in connection with their initial distribution, it has not offered or sold and will not offer or sell, directly or indirectly, any units to the public in the Republic of France, and that it has not distributed and will not distribute or cause to be distributed to the public in the Republic of France this prospectus or any other offering material relating to the units, and that such offers, sales and distributions have been and will be made in the Republic of France only to qualified investors (investisseurs qualifiés) in accordance with Article L.411-2 of the Monetary and Financial Code and decrét no. 98-880 dated October 1, 1998.
Notice to Residents of the Netherlands
Our units may not be offered, sold, transferred or delivered in or from the Netherlands as part of their initial distribution or at any time thereafter, directly or indirectly, other than to, individuals or legal entities situated in The Netherlands who or which trade or invest in securities in the conduct of a business or profession (which includes banks, securities intermediaries (including dealers and brokers), insurance companies, pension funds, collective investment institution, central governments, large international and supranational organizations, other institutional investors and other parties, including treasury departments of commercial enterprises, which as an ancillary activity regularly invest in securities; hereinafter, “Professional Investors”); provided that in the offer, prospectus and in any other documents or advertisements in which a forthcoming offering of our units is publicly announced (whether electronically or otherwise) in The Netherlands it is stated that such offer is and will be exclusively made to such Professional Investors. Individual or legal entities who are not Professional Investors may not participate in the offering of our units, and this prospectus or any other offering material relating to our units may not be considered an offer or the prospect of an offer to sell or exchange our units.
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 units.
Notice to Canadian Residents
Resale Restrictions
The distribution of units in Canada is being made only in the provinces of Ontario, Quebec, Alberta and British Columbia on a private placement basis exempt from the requirement that we prepare and file a
prospectus with the securities regulatory authorities in each province where trades of these securities are made. Any resale of the units in Canada must be made under applicable securities laws which may vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the securities.
Representations of Canadian Purchasers
By purchasing units in Canada and accepting delivery of a purchase confirmation, a purchaser is representing to us and the dealer from whom the purchase confirmation is received that:
➤
the purchaser is entitled under applicable provincial securities laws to purchase the units without the benefit of a prospectus qualified under those securities laws as it is an “accredited investor” as defined under National Instrument 45-106—Prospectus Exemptions;
➤
the purchaser is a “permitted client” as defined in National Instrument 31-103—Registration Requirements, Exemptions and Ongoing Registrant Obligations;
➤
where required by law, the purchaser is purchasing as principal and not as agent; and
➤
the purchaser has reviewed the text above under “Resale Restrictions.”
Conflicts of Interest
Canadian purchasers are hereby notified that the underwriters are relying on the exemption set out in section 3A.3 or 3A.4, if applicable, of National Instrument 33-105—Underwriting Conflicts from having to provide certain conflict of interest disclosure in this document.
Statutory Rights of Action
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the prospectus (including any amendment thereto) such as this document 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 of these securities in Canada 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.
Enforcement of Legal Rights
All of our directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.
Taxation and Eligibility for Investment
Canadian purchasers of units should consult their own legal and tax advisors with respect to the tax consequences of an investment in the units in their particular circumstances and about the eligibility of the units for investment by the purchaser under relevant Canadian legislation.
LEGAL MATTERS
Goodwin Procter LLP, Boston, Massachusetts will pass upon the validity of the securities offered in this prospectus with respect to units and warrants. Campbells will pass upon the validity of the securities offered in this prospectus with respect to the ordinary shares and matters of Cayman Islands law. Proskauer Rose LLP advised the underwriters in connection with the offering of the securities.
EXPERTS
The financial statements of G Squared Ascend II Inc. as of February 26, 2021 and for the period from February 12, 2021 (inception) through February 26, 2021, appearing in this prospectus have been audited by WithumSmith+Brown, PC, independent registered public accounting firm, as set forth in their report thereon, 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, on the SEC’s website at www.sec.gov.
Index to financial statements
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F-2
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F-3
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F-4
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F-5
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F-6
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholder and the Board of Directors of
G Squared Ascend II Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of G Squared Ascend II Inc. (the “Company”) as of February 26, 2021, the related statements of operations, changes in shareholder’s equity and cash flows for the period from February 12, 2021 (inception) through February 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 February 26, 2021, and the results of its operations and its cash flows for the period from February 12, 2021 (inception) through February 26, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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/ WithumSmith+Brown, PC
We have served as the Company’s auditor since 2021.
New York, New York
May 28, 2021
Balance sheet
February 26, 2021
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Assets
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Current assets:
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Prepaid expenses
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$
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18,000
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Total current assets
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18,000
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Deferred offering costs associated with proposed public offering
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25,000
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Total Assets
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$
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43,000
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Liabilities and Shareholder’s Equity
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Current liabilities:
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Accrued expenses
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$
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25,000
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Total current liabilities
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$
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25,000
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Commitments and Contingencies
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Shareholder’s Equity
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Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
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$
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—
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Class A ordinary shares, $0.0001 par value; 479,000,000 shares authorized; none issued and outstanding
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—
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Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,593,750 shares issued and outstanding(1)
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359
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Additional paid-in capital
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24,641
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Accumulated deficit
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(7,000)
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Total shareholder’s equity
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18,000
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Total Liabilities and Shareholder’s Equity
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$
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43,000
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(1)
This number 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 (see Note 5).
The accompanying notes are an integral part of the financial statements.
STATEMENT OF OPERATIONS
For the period from February 12, 2021 (inception) through February 26, 2021
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General and administrative expenses
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$
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7,000
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Net loss
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$
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(7,000)
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Weighted average Class B shares outstanding, basic and diluted(1)
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3,125,000
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Basic and diluted net loss per share
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$
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(0.00)
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(1)
This number excludes an aggregate of 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 (see Note 5).
The accompanying notes are an integral part of the financial statements.
STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY
For the period from February 12, 2021 (inception) through February 26, 2021
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Ordinary Shares
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Additional
Paid-in
Capital
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Accumulated
Deficit
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Total
Shareholder’s
Equity
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Class A
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Class B
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Shares
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Amount
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Shares
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Amount
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Balance—February 12, 2021 (inception)
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—
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$
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—
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—
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$
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—
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$
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—
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$
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—
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$
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—
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Issuance of Class B ordinary shares to Sponsor(1)
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—
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—
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3,593,750
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359
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24,641
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—
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25,000
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Net loss
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—
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—
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—
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—
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—
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(7,000)
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(7,000)
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Balance—February 26, 2021
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—
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$
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—
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3,593,750
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$
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359
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$
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24,641
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$
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(7,000)
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$
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18,000
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(1)
This number 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 (see Note 5).
The accompanying notes are an integral part of the financial statements.
STATEMENT OF CASH FLOWS
For the period from February 12, 2021 (inception) through February 26, 2021
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Cash Flows from Operating Activities:
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Net loss
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$
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(7,000)
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Changes in operating assets and liabilities:
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Prepaid expenses
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7,000
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Net cash used in operating activities
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—
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Net change in cash
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—
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Cash—beginning of the period
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—
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Cash—ending of the period
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$
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—
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Supplemental disclosure of non-cash investing and financing activities:
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Deferred offering costs included in accrued expenses
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$
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25,000
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Prepaid expenses paid in exchange for issuance of Class B ordinary shares to Sponsor
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$
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25,000
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The accompanying notes are an integral part of the financial statements.
NOTES TO FINANCIAL STATEMENTS
NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION
G Squared Ascend II Inc. (the “Company”) is a blank check company incorporated as a Cayman Islands limited liability company on February 12, 2021. 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 that the Company has not yet identified (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus in the financial, technology and business services sectors.
As of February 26, 2021, the Company had not yet commenced operations. All activity for the period from February 12, 2021 (inception) through February 26, 2021 relates to the Company’s formation and the Proposed Public Offering, which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Proposed Public Offering (as defined below). The Company has selected December 31 as its fiscal year end.
The Company’s sponsor is G Squared Ascend Management II, LLC, a Cayman Islands exempted limited liability company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a proposed initial public offering of 12,500,000 units at $10.00 per unit (or 14,375,000 units if the underwriters’ option to purchase additional units is exercised in full) (“Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”) which is discussed in Note 3 (the “Proposed Public Offering”) and the sale of 4,966,667 warrants (or 5,341,667 warrants if the underwriters’ option to purchase additional units is exercised in full) at a price of $1.50 per warrant (“Private Placement Warrants”) in a private placement (the “Private Placement”) to the Company’s sponsor, G Squared Ascend Management I, a Cayman Islands limited liability company (“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 its Proposed Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, 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 business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or 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 of the Private Placement Warrants, will be held in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and 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, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
The Company will provide its 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 general Notes to financial statements (continued) meeting called to approve the Business Combination or (ii) by
NOTES TO FINANCIAL STATEMENTS
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. 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 share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to public shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Proposed Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the Amended and Restated Memorandum and Articles of Association which will be adopted by the Company upon the consummation of the Proposed Public Offering (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 (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, 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. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Proposed Public Offering (the “Initial Shareholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Proposed Public Offering in favor of a Business Combination. In addition, the Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor.
Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the 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 Class A ordinary shares sold in the Proposed Public Offering, without the prior consent of the Company.
The Company’s Sponsor, officers, directors and director nominees have agreed not to propose 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 the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Proposed Public Offering or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the public shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.
If the Company is unable to complete a Business Combination within 24 months (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to
NOTES TO FINANCIAL STATEMENTS
Notes to financial statements (continued) pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then- outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the 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 the requirements of other applicable law.
In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less taxes payable and up to $100,000 of interest to pay dissolution expenses).
The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Proposed Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares 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 funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution in the Trust Account will be less than the $10.10 per share initially held in the Trust Account. 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 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 the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. There can be no guarantee that the Company will be successful in obtaining such waivers from its targeted vendors and service providers.
Basis of presentation
The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” as of February 26, 2021, the Company does not have sufficient liquidity to meet its current obligations. However, management has determined that the Company has access to funds from the Sponsor, and the Sponsor
NOTES TO FINANCIAL STATEMENTS
has the financial wherewithal to fund the Company, that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Public Offering and a minimum one year from the date of issuance of these financial statements.
Emerging growth company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 an emerging growth 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.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Fair value of financial instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Fair value measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy
NOTES TO FINANCIAL STATEMENTS
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
➤
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
➤
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
➤
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative financial instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re-assessed at the end of each reporting period. Derivative liabilities will be classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
The 9,133,333 warrants to be issued in connection with the Proposed Public Offering (including the 4,166,666 Public Warrants, as defined in Note 3, included in the units and the 4,966,667 Private Placement Warrants, assuming the underwriters’ over-allotment option is not exercised) and the 5,000,000 Forward Purchase Securities, as defined in Note 5, will be recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company will recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities will be subject to re-measurement at each balance sheet date until exercised. The fair value of the Forward Purchase Securities, the Public Warrants and the Private Placement Warrants is estimated using a Monte Carlo simulation.
Deferred offering costs
The Company complies with the requirements of the ASC 340-10-S99-1. Deferred offering costs consist of legal costs incurred through the balance sheet date that are directly related to the Proposed Public Offering. Upon completion of the Proposed Public Offering, offering costs will be allocated to the separable financial instruments issued in the Proposed Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative liabilities will be charged to operations. Offering costs associated with the Class A ordinary shares will be charged to stockholders’ equity upon the completion of the Initial 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.
Net loss per ordinary share
The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average
NOTES TO FINANCIAL STATEMENTS
shares at February 26, 2021 were reduced for the effect of an aggregate of 468,750 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). At February 26, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented.
Income taxes
The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. 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’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. 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 February 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 federal 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.
Recent Accounting Pronouncements
In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt —Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging —Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on February 12, 2021 (inception). Adoption of the ASU did not impact the Company's financial position, results of operations or cash flows.
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
NOTE 3. PROPOSED PUBLIC OFFERING
Pursuant to the Proposed Public Offering, the Company will offer for sale up to 12,500,000 Units (or 14,375,000 Units if the underwriters’ option to purchase additional units 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-third 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, subject to adjustment (see Note 7).
NOTE 4. PRIVATE PLACEMENT
The Sponsor will agree to purchase an aggregate of 4,966,667 Private Placement Warrants (or 5,341,667 Private Placement Warrants if the underwriters’ over-allotment option is exercised in full), at a price of $1.50 per Private Placement Warrant (approximately $7.5 million in the aggregate, or approximately $8.0 million if the underwriters’ overallotment option is exercised in full), in the Private Placement that will occur simultaneously with Notes to financial statements (continued) the closing of the Proposed Public Offering. In the event that the Sponsor, or an affiliate of the Sponsor, purchases any Units in the Proposed
NOTES TO FINANCIAL STATEMENTS
Public Offering, the number of Private Placement Warrants to be purchased by the Sponsor will be reduced to account for the corresponding reduction in underwriting discounts payable upon completion the Proposed Public Offering.
Each whole Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor 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. The Private Placement Warrants will be non-redeemable except as described below in Note 7 and exercisable on a cashless basis.
The Sponsor and the Company’s officers and directors will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On February 26, 2021, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 3,593,750 Class B ordinary shares (the “Founder Shares”). The Sponsor has agreed to forfeit up to an aggregate of 468,750 Founder Shares to the extent that the option to purchase additional units is not exercised in full by the underwriters or is reduced. The forfeiture will be adjusted to the extent that the option to purchase additional units is not exercised in full by the underwriters so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Proposed Public Offering. If the Company increases or decreases the size of the Proposed Public Offering, the Company will effect a share capitalization or a share repurchase or redemption or other appropriate mechanism, as applicable, with respect to the Class B ordinary shares prior to the consummation of the Proposed Public Offering in such amount as to maintain the number of Founder Shares at 20% of the Company’s issued and outstanding ordinary shares upon the consummation of the Proposed Public Offering.
The Initial Shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of 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 the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property, Notwithstanding the foregoing, if the closing 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 the initial Business Combination, the Founder Shares will be released from the lockup.
Forward Purchase
The Sponsor has committed to a forward purchase agreement (the “Forward Purchase Agreement”) with the Company that will provide for the purchase by the Sponsor or an affiliate of the Sponsor, in the aggregate, of 5,000,000 Class A ordinary shares and 1,666,667 redeemable warrants (the “Forward Purchase Warrants”), for an aggregate purchase price of $50,000,000, in each case, for $10.00 per one Class A ordinary share and one-third of one Forward Purchase Warrant (collectively, the “Forward Purchase Securities”), in a private placement to close substantially concurrently with the closing of the Business Combination. The obligations under the Forward Purchase Agreement will not depend on whether any Class A ordinary shares are redeemed by the holders of Public Shares. The Class A ordinary shares and Forward Purchase Warrants sold pursuant to the Forward Purchase Agreement will be identical to the
NOTES TO FINANCIAL STATEMENTS
Class A ordinary shares and Public Warrants included in the units being sold in the Proposed Public Offering, respectively, except that the Sponsor or an affiliate of the Sponsor, as applicable, will have certain registration rights. The capital from such private placement would be used as part of the consideration to the sellers in the Business Combination, and any excess capital from such private placement would be used for working capital in the post-transaction company.
Related Party Loans
On February 26, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Proposed Public Offering pursuant to a promissory note (the “Note”). The Note is non-interest bearing, unsecured and due on the earlier of December 31, 2021 or the closing of the Proposed Public Offering. The Company intends to repay any withdrawals under the Note from the proceeds of the Proposed Public Offering not being placed in the Trust Account. As of February 26, 2021, the Company had not borrowed any amount under the Note. Subsequent to February 26, 2021, the Company borrowed $50,197 under the Note.
In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. 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. As of February 26, 2021, the Company had no borrowings under the Working Capital Loans.
Administrative Services Agreement
The Company will enter into an agreement that will provide that, commencing on the date that the Company’s securities are first listed on the NYSE through the earlier of consummation of the initial Business Combination and the liquidation, the Company will pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company.
In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration and Shareholder Rights
The holders of the Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants, 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 that may be issued upon conversion of Working Capital Loans), and Forward Purchase Securities will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior
NOTES TO FINANCIAL STATEMENTS
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 registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial 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 this prospectus to purchase up to 1,875,000 additional Units at the Proposed Public Offering price less the underwriting discounts and commissions.
The underwriters will be entitled to an underwriting discount of $0.20 per unit, or $2.5 million in the aggregate (or approximately $2.9 million in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. In addition, $0.35 per unit, or approximately $4.4 million in the aggregate (or approximately $5.0 million in the aggregate if the underwriters’ over-allotment option is exercised in full) will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, the close of the Proposed Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 7. 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. As of February 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 the Company’s Class A ordinary shares are entitled to one vote for each share. As of February 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. On February 26, 2021, 3,593,750 Class B ordinary shares were issued and outstanding including an aggregate of up to 468,750 Class B ordinary shares that are subject to forfeiture, to the Company by the Initial Shareholders for no consideration to the extent that the underwriters’ overallotment option is not exercised in full or in part, so that the Initial Shareholders will collectively own 20% of the Company’s issued and outstanding ordinary shares after the Proposed Public Offering.
Class A and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, 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 shareholders except as required by law. Prior to the initial Business Combination, only holders of the
Founder Shares will have the right to vote on the appointment of directors. Holders of the 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 the Founder Shares may remove a member of the board of directors for any reason. The provisions of the Amended and Restated
NOTES TO FINANCIAL STATEMENTS
Memorandum and Articles of Association governing the appointment or removal of directors prior to the initial Business Combination may only be amended by a special resolution passed by holders representing at least two- thirds of the issued and outstanding Class B ordinary shares.
The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as- converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the consummation of the Proposed Public Offering, plus the sum of 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 (net of any redemptions of Class A ordinary shares by Public Shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination, any Forward Purchase Securities issued to the Sponsor, members of the founding team or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.
NOTE 8. WARRANTS
As of February 26, 2021, there was no warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public 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 the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a 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 day after the closing of the 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 the 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” 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, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares or Forward Purchase Securities held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the
NOTES TO FINANCIAL STATEMENTS
“Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 20-trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price (and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price See “—Redemption of warrants for cash when the price per class A ordinary share equals or exceeds $18.00” and “—Redemption of warrants for Class A ordinary shares when the price per class A ordinary share equals or exceeds $10.00” as described below).
The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Proposed Public Offering, except (i) that the Private Placement Warrants and 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 a Business Combination, subject to certain limited exceptions, (ii) except as described below, the Private Placement Warrants will be non-redeemable and (iii) the Sponsor or its permitted transferees will have the option to exercise the Private Placement Warrants on a cashless basis and have certain registration rights.
Redemption of warrants for cash when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants):
➤
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 to each warrant holder; and
➤
if, and only if, the closing price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”).
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 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 the Company, it 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 for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00: After the 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 Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares;
NOTES TO FINANCIAL STATEMENTS
➤
if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted per share subdivisions, share dividends, 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 Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Public Warrants as described above.
The “fair market value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of 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 warrants. 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).
If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
The Company will account for the 9,133,333 warrants to be issued in connection with the Proposed Public Offering (including the 4,166,666 Public Warrants included in the Units and the 4,966,667 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 due to the existence of provisions whereby adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option and the existence of the potential for net cash settlement for the warrantholders (but not all shareholders) in the event of a tender offer.
The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Proposed Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. 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 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 9. SUBSEQUENT EVENTS
The Company has evaluated subsequent events to determine if events or transactions occurring after the balance sheet date through May 28, 2021, the date the financial statements were available to be issued, require potential adjustment to or disclosure in the financial statements and did not identify any subsequent events that would require recognition or disclosure, except as noted below.
Subsequent to February 26, 2021, the Company borrowed $50,197 under the Note.
12,500,000 UNITS
PRELIMINARY PROSPECTUS
, 2021
Sole Book Running Manager
UBS Investment Bank
Until , 2021 (25 days after the date of this prospectus), all dealers that buy, sell or trade our ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
PART II
Information not required in prospectus
Item 13. Other Expenses of Issuance and Distribution.
The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:
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Accounting fees and expenses
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80,000
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Printing and engraving expenses
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40,000
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Legal fees and expenses
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300,000
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NYSE listing and filing fees
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75,000
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SEC/FINRA expenses
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80,000
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Director & Officers liability insurance premiums(1)
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1,825,000
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Miscellaneous
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300,000
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Total
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$
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2,700,000
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(1)
This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes a business combination.
Item 14. Indemnification of Directors and Officers.
Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our Amended and Restated Memorandum and Articles of Association provides 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 February 26, 2021, G Squared Ascend Management I, our sponsor, paid $25,000 or approximately $0.007 per share, to cover for certain expenses in consideration for 3,593,750 of our Class B ordinary shares, par value $0.0001. 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.
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 G Squared Ascend Management I is to act as the company’s sponsor in connection with this offering.
Our sponsor has committed, pursuant to a written agreement, to purchase 4,966,667 private placement warrants (or 5,341,667 private placement warrants if the underwriters’ over-allotment option is exercised in full) at a purchase price of $7,450,000 (or $8,012,500 if the underwriters’ over- allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. These issuances 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)
The Exhibit Index is incorporated herein by reference.
Item 17. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
That for the purpose of determining any liability under the Securities Act of 1933 in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(2)
That for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(b)
The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
(c)
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.
(d)
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.
EXHIBIT INDEX
|
Exhibit No.
|
|
|
Description
|
|
|
1.1
|
|
|
Form of Underwriting Agreement.
|
|
|
3.1
|
|
|
Memorandum and Articles of Association.
|
|
|
3.2
|
|
|
Form of Amended and Restated Memorandum and Articles of Association.
|
|
|
4.1
|
|
|
Specimen Unit Certificate.
|
|
|
4.2
|
|
|
Specimen Ordinary Share Certificate.
|
|
|
4.3
|
|
|
Specimen Warrant Certificate.
|
|
|
4.4
|
|
|
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.
|
|
|
5.1
|
|
|
Opinion of Goodwin Procter LLP.
|
|
|
5.2
|
|
|
Opinion of Campbells, Cayman Islands Legal Counsel to the Registrant.
|
|
|
10.1
|
|
|
Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.
|
|
|
10.2
|
|
|
Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.
|
|
|
10.3
|
|
|
Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.
|
|
|
10.4
|
|
|
Form of Indemnity Agreement.
|
|
|
10.5
|
|
|
Form of Administrative Services Agreement between the Registrant and the Sponsor.
|
|
|
10.6
|
|
|
Promissory Note, dated as of February 26, 2021, issued to the Sponsor.
|
|
|
10.7
|
|
|
Securities Subscription Agreement, dated February 26, 2021, between the Registrant and the Sponsor.
|
|
|
10.8
|
|
|
Form of Letter Agreement between the Registrant, the Sponsor and each director and officer of the Registrant.
|
|
|
10.9
|
|
|
Form of Forward Purchase Agreement between the Registrant and the Sponsor.
|
|
|
14
|
|
|
Code of Conduct and Ethics
|
|
|
23.1
|
|
|
Consent of WithumSmith+Brown, PC.
|
|
|
23.2
|
|
|
Consent of Goodwin Procter LLP (included in Exhibit 5.1).
|
|
|
23.3
|
|
|
Consent of Campbells (included in Exhibit 5.2).
|
|
|
24*
|
|
|
Power of Attorney (included on the signature page to the initial filing of this Registration Statement).
|
|
|
99.1*
|
|
|
Consent of Steve Papa (filed as Exhibit 9.3 to the Registrant’s Form S-1 filed on March 5, 2021 (File No. 333-253898) incorporated herein by reference).
|
|
|
99.2*
|
|
|
Consent of Johan Bergqvist (filed as Exhibit 9.4 to the Registrant’s Form S-1 filed on March 5, 2021 (File No. 333-253898) incorporated herein by reference).
|
|
|
99.3*
|
|
|
Consent of Thomas Evans (filed as Exhibit 9.5 to the Registrant’s Form S-1 filed on March 5, 2021 (File No. 333-253898) incorporated herein by reference).
|
|
|
99.4*
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|
|
Consent of Kenneth Hahn (filed as Exhibit 9.6 to the Registrant’s Form S-1 filed on March 5, 2021 (File No. 333-253898) incorporated herein by reference).
|
|
|
99.5*
|
|
|
Consent of Michael Linton (filed as Exhibit 9.7 to the Registrant’s Form S-1 filed on March 5, 2021 (File No. 333-253898) incorporated herein by reference).
|
|
|
99.6*
|
|
|
Consent of John McAteer (filed as Exhibit 9.8 to the Registrant’s Form S-1 filed on March 5, 2021 (File No. 333-253898) incorporated herein by reference).
|
|
|
99.7*
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|
|
Consent of Ilan Nissan (filed as Exhibit 9.9 to the Registrant’s Form S-1 filed on March 5, 2021 (File No. 333-253898) incorporated herein by reference).
|
|
|
99.8*
|
|
|
Consent of William Tanona (filed as Exhibit 9.12 to the Registrant’s Form S-1 filed on March 5, 2021 (File No. 333-253898) incorporated herein by reference).
|
|
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 Chicago, and State of Illinois, on May 28, 2021.
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|
G Squared Ascend II Inc.
|
|
|
|
|
|
|
By:
/s/ Ward Davis
Name: Ward Davis
Title: Chief Executive Officer
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|
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.
|
|
Name
|
|
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Position
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|
|
Date
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|
|
|
/s/ Larry Aschebrook
Larry Aschebrook
|
|
|
Chairman of the Board
|
|
|
May 28, 2021
|
|
|
|
/s/ Ward Davis
Ward Davis
|
|
|
Chief Executive Officer
(Principal Executive Officer and the
Registrant’s authorized signatory in the
United States)
|
|
|
May 28, 2021
|
|
|
|
/s/ Tom Hoban
Tom Hoban
|
|
|
Chief Financial Officer
(Principal Financial and
Accounting Officer)
|
|
|
May 28, 2021
|
|
Exhibit 1.1
G
Squared Ascend II Inc.
12,500,000
Units
Underwriting
Agreement
______,
2021
UBS
Securities LLC
1285
Avenue of the Americas
New
York, New York 10019
As
representative (the “Representative”) of the several Underwriters
named in Schedule I hereto,
Ladies
and Gentlemen:
G
Squared Ascend II Inc., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions
stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively,
the “Underwriters”) an aggregate of 12,500,000 units (the “Firm Units”) of the Company and, at the election
of the Underwriters, up to 1,875,000 additional units, if any (the “Optional Units,” the Optional Units, together
with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
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.
Each
Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and
one-third of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”).
The 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 Securities and Exchange Commission (the “Commission”)
on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form
8-K”), 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 Ordinary Share for $11.50 per share during the period commencing thirty (30)
days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of
the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however,
that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole number
of 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, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses involving the Company.
The
Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with Continental Stock Transfer
& Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement
(the “Trust Agreement”), pursuant to which the 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 U.S. based trust account (the “Trust Account”)
for the benefit of the Company, the Underwriters and the holders of the Firm Units and the Optional Units, if and when issued
in each case as described more fully in the Prospectus.
The
Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Private Placement
Warrants and the Forward Purchase Warrants (as defined below) with CST, as warrant agent, in substantially the form filed as Exhibit
4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection
with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Private Placement Warrants
and the Forward Purchase Warrants.
The
Company has entered into a Securities Subscription Agreement, dated as of February 26, 2021, with G Squared Ascend Management
II, LLC, a Cayman Islands exempted limited liability company (the “Sponsor”), in substantially the form filed as Exhibit
10.7 (the “Founder’s Subscription Agreement”), pursuant to which the Sponsor then purchased an aggregate of
3,593,750 Class B Ordinary Shares, par value $0.0001 per share, of the Company (including the Ordinary Shares issuable upon conversion
thereof, the “Founder Shares”), which it received for an aggregate purchase price of $25,000. The Founder Shares are
substantially similar to the Ordinary Shares included in the Units, except as described in the Prospectus.
The
Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof with the Sponsor, in
substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Warrant Purchase Agreement”), pursuant
to which the Sponsor agreed to purchase an aggregate of 4,966,667 warrants (or 5,341,667 warrants if the Underwriters’ over-allotment
option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”),
for $1.50 per Private Placement Warrant. 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 the date hereof with the Sponsor, in substantially the
form filed as Exhibit 10.9 to the Registration Statement (the “Forward Purchase Agreement”), pursuant to which the
Sponsor agreed to purchase 5,000,000 Forward Purchase Securities (as defined below), consisting of one Class A ordinary share
of the Company, par value $0.0001 per share (the “Forward Purchase Shares”) and one-third of one warrant (the “Forward
Purchase Warrants” and, together with the Forward Purchase Shares, the “Forward Purchase Securities”), for $10.00
per Forward Purchase Security, in a private placement that will close concurrently with the closing of the initial Business Combination.
The Forward Purchase Shares and the Forward Purchase Warrants are substantially similar to the Ordinary Shares and Warrants, respectively,
included in the Units, except as described in the Prospectus.
The
Company has entered into a Registration and Shareholders Rights Agreement, dated as of the date hereof, with the Sponsor and the
other security holders of the Company party thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement
(the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect
of the Founder Shares and the Private Placement Warrants and the Ordinary Shares underlying the Private Placement Warrants and
the Warrants that may be issued upon conversion of working capital loans.
The
Company has caused to be duly executed and delivered by the Sponsor and each of the Company’s officers, directors and members
of its advisory board, dated as of the date hereof, a letter substantially in the form filed as Exhibit 10.8 to the Registration
Statement (the “Insider Letter”).
The
Company has entered into an Administrative Services Agreement, dated as of the date hereof, with the Sponsor, in substantially
the form filed as Exhibit 10.5 to the Registration Statement (the “Services Agreement”), pursuant to which the Company
will, subject to the terms of the Services Agreement, pay to the Sponsor an aggregate monthly fee of $10,000 for office space,
utilities, secretarial and administrative support services from the date of the Offering until the earlier of (x) the consummation
of an initial Business Combination and (y) the Liquidation.
1. The Company represents and warrants to, and agrees with, each of the Underwriters that:
(a) A registration statement on Form S-1 [(File No.)] (the “Initial Registration Statement”) in respect of the Units has
been filed with the Securities and Exchange Commission (the “Commission”); the Initial Registration Statement and
any post-effective amendment thereto, each in the form heretofore delivered to you, have been declared effective by the Commission
in such form; other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration
Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became
effective upon filing, no other document with respect to the Initial Registration Statement has been filed with the Commission;
and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or
the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or, to the
Company’s knowledge, threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement
or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter
called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and the Rule 462(b) Registration
Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed
with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule
430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at
the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement,
if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement”; the
Preliminary Prospectus relating to the Units that was included in the Registration Statement immediately prior to the Applicable
Time (as defined in Section 1(c) hereof) is hereinafter called the “Pricing Prospectus”; and such final prospectus,
in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”; any oral or
written communication with potential investors undertaken in reliance on Section 5(d) of the Act or Rule 163B under the Act is
hereinafter called a “Testing-the-Waters Communication”; and any Testing-the-Waters Communication that is a written
communication within the meaning of Rule 405 under the Act is hereinafter called a “Written Testing-the-Waters Communication”;
and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Units is hereinafter
called an “Issuer Free Writing Prospectus”);
(b) (A) No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and (B) each Preliminary
Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and
regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with the Underwriter Information (as defined in Section 9(b) of
this Agreement);
(c) The Company has filed with the Commission a Form 8-A [(file number )] providing for the registration under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) of the Units, the Ordinary Shares and the Warrants, which registration
is currently effective on the date hereof. The Units have been authorized for listing, subject to official notice of issuance
and evidence of satisfactory distribution, on the New York Stock Exchange, and the Company knows of no reason or set of facts
that is likely to adversely affect such authorization;
(d) For the purposes of this Agreement, the “Applicable Time” is [x:xx] p.m. (Eastern time) on the date of this Agreement.
The Pricing Prospectus, as supplemented by the information listed on Schedule II(c) hereto, taken together (collectively, the
“Pricing Disclosure Package”), as of the Applicable Time, did not, and as of each Time of Delivery (as defined in
Section 4(a) of this Agreement) will not, 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, not misleading; and each
Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement, the Pricing
Prospectus or the Prospectus and each Written Testing-the-Waters Communications, as supplemented by and taken together with the
Pricing Disclosure Package, as of the Applicable Time, did not , and as of each Time of Delivery will not, 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, not misleading; provided, however, that this representation and warranty
shall not apply to statements or omissions made in reliance upon and in conformity with the Underwriter Information;
(e) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement
and the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the
Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement,
as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, and as of each Time of Delivery,
contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in conformity with the Underwriter Information;
(f) The Company has not, since the date of the latest audited financial statements included in the Pricing Prospectus, (i) sustained
any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance,
or from any labor dispute or court or governmental action, order or decree or (ii) entered into any transaction or agreement (whether
or not in the ordinary course of business) that is material to the Company or incurred any liability or obligation, direct or
contingent, that is material to the Company, in each case otherwise than as set forth or contemplated in the Pricing Prospectus;
and, since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, there
has not been (x) any change in the share capital (other than as a result of (i) the exercise, if any, of options or the award,
if any, of options or restricted shares in the ordinary course of business pursuant to the Company’s equity plans that are
described in the Pricing Prospectus and the Prospectus or (ii) the issuance, if any, of shares upon conversion of Company securities
as described in the Pricing Prospectus and the Prospectus) or long-term debt of the Company or (y) any Material Adverse Effect
(as defined below); as used in this Agreement, “Material Adverse Effect” shall mean any material adverse change or
effect, or any development involving a prospective material adverse change or effect, in or affecting (i) the business, properties,
general affairs, management, financial position, shareholders’ equity or results of operations of the Company, taken as
a whole, except as set forth or contemplated in the Pricing Prospectus, or (ii) the ability of the Company to perform its obligations
under this Agreement, including the issuance and sale of the Units, or to consummate the transactions contemplated in the Pricing
Prospectus and the Prospectus;
(g) The Company does not own or lease any real property, and the Company has good and marketable title to all personal property owned
by it, in each case free and clear of all liens, encumbrances and defects except such as are described in the Pricing Prospectus
or such as do not materially affect the value of such property and do not materially interfere with the use made and proposed
to be made of such property by the Company;
(h) The Company has been (i) duly incorporated and is validly existing and in good standing (to the extent the concept of good standing
exists in such jurisdiction) under the laws of its jurisdiction of organization, with power and authority (corporate and other)
to own its properties and conduct its business as described in the Pricing Prospectus, and (ii) duly qualified as a foreign corporation
for the transaction of business and is in good standing (to the extent the concept of good standing exists in such jurisdiction)
under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such
qualification, except, in the case of this clause (ii), where the failure to be so qualified or in good standing would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(i) The Company has an authorized capitalization as set forth in the Pricing Prospectus and all of the issued capital shares of the
Company have been duly and validly authorized and issued and are fully paid and non-assessable and conform to the description
thereof contained in the Pricing Disclosure Package and Prospectus;
(j) All issued and outstanding shares of the Company have been duly and validly authorized and issued and are fully paid and nonassessable;
and none of such shares 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 the Company are not entitled to preemptive or other rights to subscribe for the Securities; and, except
as set forth in the Pricing 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 or other ownership interests
in the Company are outstanding;
(k) The Units have been duly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and
validly issued and fully paid and non-assessable and will conform to the description of the Units contained in the Pricing Disclosure
Package and the Prospectus; and the issuance of the Units is not subject to any preemptive or similar rights;
(l) The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Units
by the Underwriters pursuant to this 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;
(m) The Warrants included in the Units, when issued and delivered in the manner set forth in the Warrant Agreement against payment
for the Units 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;
(n) [Reserved]
(o) The Forward Purchase Shares included in the Forward Purchase Securities 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;
(p) The Forward Purchase Warrants included in the Forward Purchase Securities, when issued and delivered in the manner set forth in
the Warrant Agreement against payment for the Forward Purchase Securities pursuant to the Forward Purchase 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;
(q) The Ordinary Shares issuable upon exercise of the Warrants included in the Units, the Private Placement Warrants and the Forward
Purchase Warrants included in the Forward Purchase Securities have been duly authorized and reserved for issuance upon exercise
thereof and, when issued and delivered against payment therefor pursuant to the Warrants, the Private Placement Warrants and the
Forward Purchase Warrants, as applicable, and the Warrant 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.
The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such
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 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 Pricing 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 Pricing 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 Units pursuant to the Registration
Statement;
(u) The Class B ordinary shares included in the Founder Shares are duly authorized, validly issued, fully paid and nonassessable;
(v) The issue and sale of the Units and the compliance by the Company with this Agreement, the Trust Agreement, the Warrant Agreement,
the Founder’s Subscription Agreement, the Warrant Purchase Agreement, the Forward Purchase Agreement, the Registration Rights
Agreement, the Insider Letter or the Services Agreement and the consummation by the Company of the transactions contemplated in
this Agreement, the Trust Agreement, the Warrant Agreement, the Founder’s Subscription Agreement, the Warrant Purchase Agreement,
the Forward Purchase Agreement, the Registration Rights Agreement, the Insider Letter or the Services Agreement will not conflict
with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (A) any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company
is bound or to which any of the property or assets of the Company is subject, except, in the case of this clause (A) for such
conflicts, defaults, breaches, or violations that would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect, (B) the Amended and Restated Memorandum and Articles of Association (or other applicable organizational
document) of the Company, or (C) any statute or any judgment, order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Company or any of its properties, except, in the case of this clause (C), for such conflicts,
defaults, breaches, or violations that would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental
agency or body is required for the issue and sale of the Units or the consummation by the Company of the transactions contemplated
by this Agreement, except (i) such as have been obtained or may be required under the Act, (ii) the approval by the Financial
Industry Regulatory Authority, Inc. (“FINRA”) of the underwriting terms and arrangements, (iii) such consents, approvals,
authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with
the purchase and distribution of the Units by the Underwriters or (iv) the absence of which would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect or prohibit the consummation of the transactions contemplated
herein;
(w) The historical financial statements, including the notes thereto and the supporting schedules, if any, of the Company included
in the Pricing Prospectus, the Prospectus and the Registration Statement present fairly in all material respects 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
in all material respects 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 (except as otherwise noted therein).
The summary financial data set forth under the caption “Summary Financial Data” in the Pricing Prospectus, Prospectus
and Registration Statement fairly present in all material respects, on the basis stated in the Pricing Prospectus, Prospectus
and Registration Statement, the information included therein. 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 material 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.
Nothing has come to the attention of the Company that has caused the Company believe that the statistical, industry-related and
market-related data included in the Registration Statement, the Pricing Prospectus and the Prospectus are not based on or derived
from sources that the Company reasonably and in good faith believes are reliable and accurate in all material respects, and such
data agree with the sources from which they are derived;
(x) The Company is not (i) in violation of its Amended and Restated Memorandum and Articles of Association (or other applicable organizational
document), (ii) in violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or
body having jurisdiction over the Company or any of its properties, or (iii) in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other
agreement or instrument to which it is a party or by which it or any of its properties may be bound, except, in the case of the
foregoing clauses (ii) and (iii), for such defaults as would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect;
(y) The statements set forth in the Pricing Prospectus and Prospectus under the caption “Taxation”, and under the caption
“Underwriting”, insofar as they purport to describe the provisions of the laws and documents referred to therein,
are accurate, complete and fair in all material respects;
(z) Other than as set forth in the Pricing Prospectus, there are no legal or governmental proceedings pending to which the Company
or, to the Company’s knowledge, any officer or director of the Company, is a party or of which any property of the Company
or, to the Company’s knowledge, any officer or director of the Company, is the subject which, if determined adversely to
the Company (or such officer or director), would, individually or in the aggregate, be expected to have a Material Adverse Effect;
and, to the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or others;
(aa) The Company is not and, after giving effect to the offering and sale of the Units and the application of the proceeds thereof,
will not be an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the
“Investment Company Act”);
(bb) At the time of filing the Initial Registration Statement and any post-effective amendment thereto, at the earliest time thereafter
that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the
Units, and at the date hereof, the Company was and is an “ineligible issuer,” as defined under Rule 405 under the
Act;
(cc) The Company has not prepared or used an Issuer Free Writing Prospectus;
(dd) WithumSmith+Brown, PC (“Withum”), 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, are independent
public accountants as required by the Act and the rules and regulations of the Commission thereunder;
(ee) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) to
the extent required by such rule;
(ff) There is no franchise, contract or other document of a character required to be described in the Registration Statement, Pricing
Prospectus, or Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; and the statements
in the Pricing Prospectus and the Prospectus under the headings “Principal Shareholders,” “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 in all material respects. 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;
(gg) This Agreement has been duly authorized, executed and delivered by the Company;
(hh) The Private Placement Warrants, when issued and delivered in the manner set forth in the Warrant Agreement against payment thereof
by the Sponsor, will be duly executed, authenticated and issued, 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 principals
of general applicability;
(ii) 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;
(jj) 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;
(kk) The Founder’s 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;
(ll) The Warrant 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;
(mm) 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;
(nn) 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;
(oo) The Insider Letter executed by the Company, the Sponsor and, to the Company’s knowledge, each executive officer, director
and director nominee of the Company, has 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 is a valid and binding
agreement 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 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;
(pp) The Services 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;
(qq) The Company has not, and no director or officer of the Company, and, to the Company’s knowledge, no agent, employee, affiliate
or other person associated with or acting on behalf of the Company has (i) made, offered, promised or authorized any unlawful
contribution, gift, entertainment or other unlawful expense; (ii) made, offered, promised or authorized any direct or indirect
unlawful payment; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, the Bribery
Act 2010 of the United Kingdom or any other applicable antibribery or anti-corruption law (collectively, “Anti-Bribery Laws”).
The Company has instituted and maintained policies and procedures reasonably designed to promote and ensure continued compliance
with all Anti-Bribery and Laws and with the representation and warranty contained herein;
(rr) The operations of the Company and the Sponsor are and have been conducted at all times in compliance with the requirements of
applicable anti-money laundering laws, including, but not limited to, the Bank Secrecy Act of 1970, as amended by the USA PATRIOT
ACT of 2001, and the rules and regulations promulgated thereunder, and the anti-money laundering laws of the various jurisdictions
in which the Company conducts business (collectively, the “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 Money
Laundering Laws is pending or, to the knowledge of the Company, threatened;
(ss) The Company is not, and to the knowledge of the Company, no director, officer, agent, employee or affiliate of the Company is
currently the subject or the target of any sanctions administered or enforced by the U.S. Government, including, without limitation,
the Office of Foreign Assets Control of the U.S. Department of the Treasury, or the U.S. Department of State and including, without
limitation, the designation as a “specially designated national” or “blocked person,” the European Union,
Her Majesty’s Treasury, the United Nations Security Council, 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 target of Sanctions, and the
Company will not directly or indirectly use the proceeds of the offering of the Units hereunder, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any
activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or
the target of Sanctions or (ii) in any other manner that will result in a violation by any person (including any person participating
in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions;
(tt) The supporting schedules to the Registration Statement, the Pricing Prospectus and the Prospectus, if any, present fairly in
accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information
included in the Registration Statement, the Pricing Prospectus and the Prospectus present fairly the information shown therein
and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included
therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration
Statement, the Pricing Prospectus or the Prospectus under the Act or the rules and regulations promulgated thereunder. All disclosures
contained in the Registration Statement, the Pricing Prospectus and the Prospectus regarding “non-GAAP financial measures”
(as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act
and Item 10 of Regulation S-K of the Act, to the extent applicable;
(uu) 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, Section 303A of the New York Stock Exchange Listed Company Manual (subject to applicable
phase-in Rules). 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
New York Stock Exchange corporate governance requirements set forth in the New York Stock Exchange Listed Company Manual;
(vv) 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;
(ww) 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 reasonably be expected to 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 reasonably be expected to have a Material Adverse Effect, except as set
forth in or contemplated in the Registration Statement, Pricing Prospectus and the Prospectus (exclusive of any supplement thereto);
(xx) 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 reasonably be expected to have a Material Adverse Effect,
except as set forth in or contemplated in the Pricing Prospectus and the Prospectus (exclusive of any supplement thereto);
(yy) 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 Units hereunder to repay any outstanding debt owed to
any affiliate of any of the Underwriters;
(zz) 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;
(aaa) Prior to the date hereof, the Company has not selected any specific Business Combination target and has not, nor has anyone on
its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect
to an initial Business Combination with the Company;
(bbb) Except as described in the Registration Statement, the Pricing 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 or the Sponsor with respect to the sale of the Units hereunder or any other arrangements, agreements
or understandings of the Company, the Sponsor or any officer or director of the Company, or their respective affiliates, that
may affect the Underwriters’ compensation, as determined by FINRA;
(ccc) Except as described in the Registration Statement, the Pricing Prospectus and the Prospectus, the Company has not made any direct
or indirect payments (in cash, securities or any other type of “underwriting compensation” as defined in Rule 5110(j)(22)
of FINRA’s Conduct Rules): (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 twelve months prior to the Effective Date, other than payments to the Underwriters pursuant to this
Agreement;
(ddd) Except as described in the Registration Statement, the Pricing Prospectus and the Prospectus, during the period beginning 180
days prior to the initial filing 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, financial advisory and/or consulting services to the Company;
(eee) Except as disclosed in the FINRA questionnaires provided to the Representative, to the Company’s knowledge no officer, director,
or beneficial owner of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless
of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a
Member or a person associated or affiliated with a Member;
(fff) Except as disclosed in the FINRA questionnaires provided to the Representative, to the Company’s knowledge, no Company Affiliate
is an owner of shares or other securities of any Member (other than securities purchased on the open market);
(ggg) No Company Affiliate has made a subordinated loan to any Member;
(hhh) Except as described in the Registration Statement, the Pricing Prospectus and the Prospectus, no proceeds from the sale of the
Firm Units (excluding underwriting compensation as disclosed in the Registration Statement, Pricing Prospectus and the Prospectus)
will be paid by the Company to any Member, or any persons associated or affiliated with a Member;
(iii) Except as disclosed in the FINRA questionnaires provided to the Representative, the Company has not issued any warrants or other
securities, or granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related
person (as defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration
Statement;
(jjj) Except as disclosed in the FINRA questionnaires provided to the Representative, no person to whom securities of the Company have
been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has to the Company’s
knowledge any relationship or affiliation or association with any Member;
(kkk) To the Company’s knowledge, 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;
(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 Units;
(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, shareholder, 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,
Pricing 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, Pricing Prospectus and the Prospectus. The Company has not extended or maintained
credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any
director or officer of the Company;
(ooo) The Company has not offered, or caused the Underwriters to offer, the Units to any person or entity with the intention of unlawfully
influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s
level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish favorable
information about the Company or any such affiliate;
(ppp) Upon delivery and payment for the Units on the Closing Date, the Company will not be subject to Rule 419 of 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 time of the execution of this Agreement, the Company has been and is an “emerging growth company” as defined
in Section 2(a)(19) 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) As of the time of filing of the Registration Statement, the Company was a “smaller reporting company,” as defined
in Rule 12b-2 of the Exchange Act;
(sss) The Company currently has no subsidiaries and has no current intention to form any subsidiaries;
(ttt) It is not necessary under the laws of the Cayman Islands (i) to enable the Underwriters to enforce their rights under this Agreement
provided that they are not otherwise engaged in business in the Cayman Islands, or (ii) solely by reason of the execution, delivery
or consummation of this Agreement, for any of the Underwriters to be qualified or entitled to carry out business in the Cayman
Islands;
(uuu) Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the courts of the State of New York,
such judgments will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of
the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands,
provided such judgment is given by a foreign court of competent jurisdiction, imposes on the judgment debtor a liability to pay
a liquidated sum for which the judgment has been given, is final, is not in respect of taxes, a fine or a penalty, and was not
obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the
Cayman Islands; and
(vvv) Except as described in the Registration Statement (excluding the exhibits thereto), each Preliminary Prospectus and the Prospectus,
under current laws and regulations of the Cayman Islands, all dividends and other distributions declared and payable on the Securities
may be paid by the Company to the holder thereof in U.S. dollars 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 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 taxing authority thereof or therein and without the necessity of obtaining any governmental
authorization in the Cayman Islands or taxing authority thereof or therein.
2. Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the Underwriters, and
each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per unit of $9.80,
the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the
extent that the Underwriters shall exercise the election to purchase Optional Units as provided below, the Company agrees to issue
and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company,
at the purchase price per unit set forth in clause (a) of this Section 2 (provided that the purchase price per Optional Unit shall
be reduced by an amount per unit equal to any dividends or distributions declared by the Company and payable on the Firm Units
but not payable on the Optional Units), that portion of the number of Optional Units as to which such election shall have been
exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Units
by a fraction, the numerator of which is the maximum number of Optional Units which such Underwriter is entitled to purchase as
set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional
Units that all of the Underwriters are entitled to purchase hereunder.
The
Company hereby grants to the Underwriters the right to purchase at their election up to 1,875,000 Optional Units, at the purchase
price per unit set forth in the paragraph above, for the sole purpose of covering sales of units in excess of the number of Firm
Units, provided that the purchase price per Optional Unit shall be reduced by an amount per unit equal to any dividends or distributions
declared by the Company and payable on the Firm Units but not payable on the Optional Units. Any such election to purchase Optional
Units may be exercised only by written notice from you to the Company, given within a period of 45 calendar days after the date
of this Agreement, setting forth the aggregate number of Optional Units to be purchased and the date on which such Optional Units
are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof)
or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of
such notice.
In
addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section
2 of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (including both
Firm Units and Optional Units) purchased hereunder (the “Deferred Discount”), pro rata in accordance with the number
of units set forth opposite the name of such Underwriter in Schedule I. The Underwriters hereby agree that if no Business Combination
is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed
to the holders of the Ordinary Shares included in the Units sold pursuant to this Agreement (the “Public Shareholders,”
which term shall include any officers or directors of the Company solely to the extent they hold any Public Shares (as defined
below)), (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 Shareholders on a pro rata basis.
3. Upon the authorization by you of the release of the Firm Units, the several Underwriters propose to offer the Firm Units for sale
upon the terms and conditions set forth in the Pricing Prospectus and the Prospectus (the “Offering”).
4. (a) The Units to be purchased by each Underwriter hereunder, in definitive or book-entry form, and in such authorized denominations
and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company
shall be delivered by or on behalf of the Company to the Representative, through the facilities of the Depository Trust Company
(“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase
price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representative at least
forty-eight hours in advance. The Company will cause the certificates, if any, representing the Units to be made available for
checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the
office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment
shall be, with respect to the Firm Units, 9:30 a.m., New York City time, on [ ], 2021 or such other time and date as the Representative
and the Company may agree upon in writing, and, with respect to the Optional Units, 9:30 a.m., New York time, on the date specified
by the Representative in the written notice given by the Representative of the Underwriters’ election to purchase such Optional
Units, or such other time and date as the Representative and the Company may agree upon in writing. Such time and date for delivery
of the Firm Units is herein called the “First Time of Delivery”, such time and date for delivery of the Optional Units,
if not the First Time of Delivery, is herein called the “Second Time of Delivery”, and each such time and date for
delivery is herein called a “Time of Delivery”.
(b) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including
the cross receipt for the Units and any additional documents requested by the Underwriters pursuant to Section 8(n) hereof, will
be delivered at the offices of Proskauer Rose LLP, Eleven Times Square, New York, NY 10036 (the “Closing Location”),
and the Units will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing
Location at 4:30 p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting
the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties
hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive
order to close.
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5.
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The
Company agrees with each of the Underwriters:
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(a) To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later
than the Commission’s close of business on the second business day following the execution and delivery of this Agreement,
or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to make no further amendment or any
supplement to the Registration Statement or the Prospectus prior to the last Time of Delivery which shall be disapproved by you
promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment
to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed
and to furnish you with copies thereof; to file promptly all material required to be filed by the Company with the Commission
pursuant to Rule 433(d) under the Act; to advise you, promptly after it receives notice thereof, of the issuance by the Commission
of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect
of the Units, of the suspension of the qualification of the Units for offering or sale in any jurisdiction, of the initiation
or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of
the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order
or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification,
to promptly use its best efforts to obtain the withdrawal of such order;
(b) Promptly from time to time to take such action as you may reasonably request to qualify the Units for offering and sale under
the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales
and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Units, provided
that in connection therewith the Company shall not be required to qualify as a foreign corporation (where not otherwise required)
or to file a general consent to service of process in any jurisdiction (where not otherwise required);
(c) Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and from time
to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities
as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a)
under the Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection
with the offering or sale of the Units and if at such time any event shall have occurred as a result of which the Prospectus as
then amended or supplemented would include an 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 when such Prospectus (or
in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason
it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the Act, to notify
you and upon your request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written
and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus
which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a
prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Units
at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter,
to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented
Prospectus complying with Section 10(a)(3) of the Act;
(d) To make generally available to its securityholders as soon as practicable, but in any event not later than sixteen months after
the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company
(which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder
(including, at the option of the Company, Rule 158);
(e) (1) The Company will not, without the prior written consent of the Representative, (x) offer, sell, contract to sell, pledge,
hedge 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 confidential submission or 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 Company
may (1) issue and sell the Private Placement Warrants, (2) register with the Commission pursuant to the Registration Rights Agreement,
in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares and the Private Placement
Warrants or the Warrants and Ordinary Shares issuable upon exercise of the Private Placement Warrants and the Warrants that may
be issued upon conversion of working capital loans, and (3) issue securities in connection with a Business Combination (including
the Forward Purchase Securities), or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up
contained in the Insider Letter;
(f) 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;
(g) Until the Termination Date (as defined below), to furnish to its shareholders as soon as practicable after the end of each fiscal
year an annual report (including a balance sheet and statements of income, shareholders’ equity and cash flows of the Company
certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of
each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to make available
to its shareholders consolidated summary financial information of the Company for such quarter in reasonable detail;
(h) During a period of five years from the effective date of the Registration Statement or until such earlier time as the Liquidation
occurs or the Company is acquired or completes a going private transaction in a transaction where the Units, the Ordinary Shares
and the Warrants are no longer outstanding (the “Termination Date”), to furnish to you copies of all reports
or other communications (financial or other) furnished to shareholders, and to deliver to you (i) as soon as they are available,
copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on
which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial
condition of the Company as you may from time to time reasonably request (such financial statements to be on a consolidated basis
to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its shareholders generally
or to the Commission); provided that any documents filed with the Commission pursuant to Electronic Data Gathering, Analysis and
Retrieval System (“EDGAR”) shall be deemed to have been furnished or delivered to you pursuant to this paragraph;
(i) For a period commencing on the Effective Date and ending five (5) years from the date of the consummation of the Business Combination
or until such earlier time at which the Liquidation occurs, the Company will use its commercially reasonable efforts to maintain
the registration of the Units (but only until completion of the Business Combination), 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 (until the completion of the Business Combination), 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;
(j) To use the net proceeds received by it from the sale of the Units pursuant to this Agreement in the manner specified in the Pricing
Prospectus under the caption “Use of Proceeds”;
(k) To use its best efforts to list for quotation the Units on the New York Stock Exchange;
(l) On the date hereof, to 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 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 Optional
Units and its receipt of the proceeds therefrom;
(m) For a period commencing on the Effective Date and ending on the Termination Date, 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 shareholders;
(n) To file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Act;
(o) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission
in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and the Company shall at the
time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions
for the payment of such fee pursuant to Rule 111(b) under the Act;
(p) For a period commencing on the effective date of the Registration Statement and ending on the Termination Date, the Company shall
retain a transfer and warrant agent;
(q) Upon request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s
trademarks, servicemarks and corporate logo, if any, for use on the website, if any, operated by such Underwriter for the purpose
of facilitating the on-line offering of the Units (the “License”); provided, however, that the License shall
be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred;
(r) To promptly notify you 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 Units within the meaning of the Act and (ii) the last Time of Delivery;
(s) The Company will not consummate an initial Business Combination with any entity that is affiliated with the Sponsor or any of
the Company’s officers or directors unless it or a committee of independent members of the Company’s Board of Directors
obtains an opinion from an independent investment banking firm which is a member of FINRA, or from an independent accounting firm,
that such initial Business Combination is fair to the Company from a financial point of view. The Company shall not pay the Sponsor
or its affiliates or any of the Company’s officers, directors or any of their respective affiliates any fees or compensation
for services rendered to the Company prior to, or in connection with, the consummation of an initial Business Combination except
as disclosed in the Registration Statement;
(t) For a period of 60 days following the effective date of the Registration Statement, 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, 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 its 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 shareholders or for soliciting shareholder approval, as applicable; to the extent that the Company discloses
arrangements with respect to the Underwriters, the Company will provide the Underwriters with an opportunity to review and comment
on any such tender offer materials or proxy statement;
(u) The Company shall advise FINRA, the Representative and its counsel if it is aware that any 10% or greater shareholder of the Company
becomes an affiliate or associated person of a Member participating in the distribution of the Units;
(v) The Company shall cause the proceeds of the Offering and the sale of the Private Placement Warrants held in the Trust Account
to be invested only in United States 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 as set forth in the Trust Agreement and disclosed in the Pricing
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 an initial Business Combination, it will not be required
to register as an investment company under the Investment Company Act;
(w) 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, (i) solely from the interest income earned on the funds held in the
Trust Account, the amounts necessary to pay tax obligations, if any, and (ii) to pay shareholders who properly redeem their public
shares in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association
(x) to modify the substance or timing of the Company’s obligation to redeem 100% of our public shares if the Company has
not consummated an initial Business Combination within twenty-four (24) months from the closing of this offering or (y) with respect
to any other provisions relating to shareholders’ rights or pre-initial Business Combination activity. Otherwise, all funds
held in the Trust Account (including any interest income earned on the amounts held in the Trust Account (net of taxes payable
thereon in accordance with the preceding sentence)) will remain in the Trust Account until the earlier of the consummation of
the Company’s initial Business Combination or 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;
(x) 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 the exercise of any of the Warrants, the Private Placement Warrants and the Forward
Purchase Warrants outstanding from time to time and the conversion of the Founder Shares;
(y) Prior to the consummation of an initial Business Combination or the Liquidation, the Company shall not issue any Ordinary Shares,
Warrants or any options or other securities convertible into Ordinary Shares, or any preferred shares, in each case, that participate
in any manner in the Trust Account or that vote as a class with the Ordinary Shares on a Business Combination;
(z) Prior to the consummation of an initial Business Combination or the Liquidation, 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;
(aa) 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 3a51-1
under the Exchange Act during such period;
(bb) 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;
(cc) 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;
(dd) 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 Shareholders. The Company may forego obtaining
such waivers only if the Company shall have received the approval of its Chief Executive Officer;
(ee) The Company may consummate the initial Business Combination and conduct redemptions of Ordinary Shares for cash upon consummation
of such Business Combination without a shareholder 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 shareholder of the Company with the opportunity prior to the consummation of the initial Business
Combination to redeem the Ordinary Shares held by such shareholder 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 pay taxes, divided by (B) the total number of
Ordinary Shares sold as part of the Units in the Offering (the “Public Shares”) then outstanding. If, however, a shareholder
vote is required by law or stock exchange listing requirement in connection with the initial Business Combination or the Company
decides to hold a shareholder vote for business or other legal reasons, the Company will submit such Business Combination to the
Company’s shareholders for their approval (“Business Combination Vote”). With respect to the initial Business
Combination Vote, if any, the Sponsor and the Company’s 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 shareholder approval of the initial Business Combination, the Company will offer to each Public Shareholder
holding 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 pay taxes, divided by (II) the total number of
Public Shares then outstanding. If the Company seeks shareholder approval of the initial Business Combination, the Company may
proceed with such Business Combination only if a majority of the outstanding Ordinary Shares voted by the shareholders at a duly
held shareholders meeting are voted to approve such Business Combination. If, after seeking and receiving such shareholder approval,
the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Shareholders who affirmatively
requested such redemption. Only Public Shareholders holding 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 Ordinary
Shares 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 Shares, 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 income taxes, if any (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 liquidation distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations
under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Only Public Shareholders
holding Ordinary Shares included in the Units 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 the Company. The Sponsor and the
Company’s officers and directors have agreed that they will not propose any 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 the outstanding
Public Shares 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 provisions relating to shareholders’ rights or pre-initial Business Combination activity,
unless the Company offers to redeem the Public Shares in connection with such amendment, as described in the Pricing Prospectus
and Prospectus;
(ff) In the event that the Company desires or is required by an applicable law or regulation to cause an announcement (a “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 an initial 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;
(gg) Upon the consummation of the initial Business Combination, the Company will direct the Trustee 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 twenty-four (24) months from the closing
of the Offering (or later if the Public Shareholders approve an amendment to the Amended and Restated Memorandum and Articles
of Association extending such deadline), the Deferred Discount will not be paid to the Representative and will, instead, be included
in the distribution of the proceeds held in the Trust Account made to the Public Shareholders upon Liquidation. In connection
with any such Liquidation, (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 Shareholders on a pro rata basis;
(hh) 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;
(ii) 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 Units within the meaning of the Act and (ii) completion of the 180-day
restricted period referred to in Section 5 hereof;
(jj) Upon the earlier to occur of the expiration or termination of the Underwriters’ option to purchase Optional Units, 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 Optional Units purchased by the Underwriters upon the exercise of their option to purchase Optional Units, and (ii) the denominator
of which is 1,875,000. For the avoidance of doubt, if the Underwriters exercise their option to purchase Optional Units in full,
the Company shall not cancel or otherwise affect the forfeiture of the Founder Shares pursuant to this subsection.
6. (a) The Company represents and agrees that it has not made or used and will not make or use any offer relating to the Units
that would constitute an Issuer Free Writing Prospectus.
(b) The Company represents that it has satisfied and agrees that it will satisfy the conditions under Rule 433 under the Act to avoid
a requirement to file with the Commission any electronic road show.
(c) 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. 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 the New York Stock Exchange (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 agrees that such action is not at the time necessary or advisable, use
all reasonable efforts to file and make such statements or reports at such times as are or may be required to qualify the Securities
for offering and sale under the securities laws of such jurisdiction.
(d) The Company agrees that if at any time following issuance of a Written Testing-the-Waters Communication any event occurred or
occurs as a result of which such Written Testing-the-Waters Communication would conflict with the information in the Registration
Statement, the Pricing Prospectus or the Prospectus or would include an 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 then prevailing, not misleading,
the Company will give prompt notice thereof to the Representative and, if requested by the Representative, will prepare and furnish
without charge to each Underwriter a Written Testing-the-Waters Communication or other document which will correct such conflict,
statement or omission.
(e) The Company represents and agrees that (i) it has not engaged in, or authorized any other person to engage in, any Testing-the-Waters
Communications, other than Testing-the-Waters Communications with the prior consent of the Representative with entities that the
Company reasonably believes are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are
accredited investors as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), or (a)(12) under the Act; and (ii)
it has not distributed, or authorized any other person to distribute, any Written Testing-the-Waters Communications, other than
those distributed with the prior consent of the Representative that are listed on Schedule III hereto; and the Company reconfirms
that the Underwriters have been authorized to act on its behalf in engaging in Written Testing-the-Waters Communications.
(f) Each Underwriter represents and agrees that any Testing-the-Waters Communications undertaken by it were with entities that such
Underwriter reasonably believes are qualified institutional buyers as defined in Rule 144A under the Act or institutions that
are accredited investors as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act.
7. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i)
the fees, disbursements and expenses of the Company’s counsel (including U.S. and Cayman Islands counsel and any other local
and special counsel) and accountants in connection with the registration of the Units under the Act and all other expenses in
connection with the preparation, printing, reproduction, filing, and distribution of the Registration Statement, any Preliminary
Prospectus, any Written Testing-the-Waters Communication and the Prospectus and amendments and supplements thereto and the mailing
and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any agreement among Underwriters,
this Agreement, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection
with the offering, purchase, sale and delivery of the Units; (iii) all expenses in connection with the qualification of the Units
for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of
counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey; (iv) all fees and
expenses in connection with listing the Units on the New York Stock Exchange; (v) the filing fees incident to any required review
by FINRA of the terms of the sale of the Units; (vi) the cost of preparing share certificates; (vii) the cost and charges of any
trustee, warrant agent, transfer agent or registrar; (viii) the reasonable documented fees and expenses incurred by the Underwriters,
including without limitation, the cost of their own counsel, in an amount not to exceed $125,000; and (ix) all other costs and
expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section
7. It is understood, however, that, except as provided in this Section 7, and Sections 9 and 12 hereof, the Underwriters will
pay all of their own costs and expenses, including the fees of their counsel.
8. The obligations of the Underwriters hereunder, as to the Units to be delivered at each Time of Delivery, shall be subject, in
their discretion, to the condition that all representations and warranties and other statements of the Company herein are, at
and as of the Applicable Time and such Time of Delivery, true and correct, the condition that the Company shall have performed
all of its obligations hereunder theretofore to be performed, and the following additional conditions:
(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period
prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; all material
required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the
applicable time period prescribed for such filing by Rule 433; if the Company has elected to rely upon Rule 462(b) under the Act,
the Rule 462(b) Registration Statement shall have become effective by 10:00 P.M., Washington, D.C. time, on the date of this Agreement;
no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding
for that purpose shall have been initiated or, to the Company’s knowledge, threatened by the Commission; no stop order suspending
or preventing the use of the Pricing Prospectus or Prospectus shall have been initiated or, to the Company’s knowledge,
threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied
with to your reasonable satisfaction;
(b) Proskauer Rose LLP, counsel for the Underwriters, shall have furnished to you such written opinion or opinions, dated such Time
of Delivery, and such counsel shall have received such papers and information as they may reasonably request to enable them to
pass upon such matters;
(c) Goodwin Procter LLP, counsel for the Company, shall have furnished to the Representative its written opinion or opinions, dated
such Time of Delivery, in form and substance reasonably satisfactory to the Representative;
(d) Campbells, Cayman Islands counsel for the Company, shall have furnished the Representative its written opinion or opinions, dated
such Time of Delivery, in form and substance reasonably satisfactory to the Representative;
(e) On the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m., New York City time, on the effective
date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at
each Time of Delivery, Withum shall have furnished to you a letter or letters, dated the respective dates of delivery thereof,
in form and substance satisfactory to you;
(f) On the effective date of the Registration Statement, the Company shall have delivered to the Representative executed copies of
the Trust Agreement, the Warrant Agreement, the Founder’s Subscription Agreement, the Warrant Purchase Agreement, the Insider
Letter, the Forward Purchase Agreement and the Registration Rights Agreement;
(g) (i) The Company shall not have sustained since the date of the latest audited financial statements included in the Pricing Prospectus
any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance,
or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the
Pricing Prospectus, and (ii) since the respective dates as of which information is given in the Pricing Prospectus there shall
not have been any change in the share capital or long-term debt of the Company or any change or effect, or any development involving
a prospective change or effect, in or affecting (x) the business, properties, general affairs, management, financial position,
shareholders’ equity or results of operations of the Company, except as set forth or contemplated in the Pricing Prospectus
and the Prospectus, or (y) the ability of the Company to perform its obligations under this Agreement, including the issuance
and sale of the Units, or to consummate the transactions contemplated in the Pricing Prospectus and the Prospectus, the effect
of which, in any such case described in clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable
or inadvisable to proceed with the public offering or the delivery of the Units being delivered at such Time of Delivery on the
terms and in the manner contemplated in the Pricing Prospectus and the Prospectus;
(h) On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities
or preferred shares by any “nationally recognized statistical rating organization”, as that term is defined by the
Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall have publicly announced that it has
under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities or
preferred shares;
(i) Since the date of the most recent financial statements included in the Prospectus, there has been no Material Adverse Effect,
except as set forth in the Prospectus;
(j) On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in
trading in securities generally on the New York Stock Exchange; (ii) a suspension or material limitation in trading in the Company’s
securities on the NYSE; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State
authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States;
(iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national
emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions
in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment makes it impracticable
or inadvisable to proceed with the public offering or the delivery of the Units being delivered at such Time of Delivery on the
terms and in the manner contemplated in the Pricing Prospectus and the Prospectus;
(k) The Units to be sold at such Time of Delivery shall have been duly listed, subject to notice of issuance, on the Exchange;
(l) The Company shall have obtained and delivered to the Underwriters an executed copy of the Insider Letter, in form and substance
satisfactory to you;
(m) The Company shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses on the
New York Business Day next succeeding the date of this Agreement;
(n) The Company shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of the Company
reasonably satisfactory to you as to the accuracy of the representations and warranties of the Company herein at and as of such
Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such
Time of Delivery, as to the matters set forth in subsections (a) and (g) of this Section and as to such other matters as you may
reasonably request.
9. (a) The Company will indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person,
if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act,
against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the
Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary
Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any “roadshow” as defined
in Rule 433(h) under the Act (a “roadshow”), any “issuer information” filed or required to be filed pursuant
to Rule 433(d) under the Act or any Testing-the-Waters Communication, 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 will reimburse each Underwriter for any documented out-of-pocket legal or other expenses reasonably incurred by such Underwriter
in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however,
that the Company shall 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 an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement,
any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Written Testing-the-Waters
Communication, in reliance upon and in conformity with the Underwriter Information.
(b) Each Underwriter, severally and not jointly, will indemnify and hold harmless the Company against any losses, claims, damages
or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus,
or any amendment or supplement thereto, or any roadshow or any Written Testing-the-Waters Communication, 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, in each case to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing
Prospectus or the Prospectus, or any amendment or supplement thereto, or any roadshow or any Written Testing-the-Waters Communication,
in reliance upon and in conformity with the Underwriter Information; and will reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are
incurred. As used in this Agreement with respect to an Underwriter and an applicable document, “Underwriter Information”
shall mean the written information furnished to the Company by or on behalf of such Underwriter through the Representative expressly
for use therein; it being understood and agreed upon that the only such information furnished by any Underwriter consists of the
following information in the Prospectus furnished on behalf of each Underwriter: the information contained in the seventeenth,
eighteenth, nineteenth and twentieth paragraphs under the caption “Underwriting”.
(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection,
notify the indemnifying party in writing of the commencement thereof; provided that the failure to notify the indemnifying party
shall not relieve it from any liability that it may have under the preceding paragraphs of this Section 9 except to the extent
that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided
further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified
party otherwise than under the preceding paragraphs of this Section 9. In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election
so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for
any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection
with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent
of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any
pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or
not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment
(i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim 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.
(d) If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party
under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred
to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Units.
If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying
party shall contribute to such amount paid or payable by such indemnified party 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 the Underwriters on the other in
connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters,
in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d)
were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d).
The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions
of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price
at which the Units underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages
which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. 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. The Underwriters’ obligations in
this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.
(e) The Company agrees to indemnify each Underwriter, its directors, officers, affiliates and each person, if any, who controls such
Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any loss incurred
by such Underwriter as a result of any judgment or order being given or made for any amount due hereunder and such judgment or
order being expressed and paid in a currency (the “judgment currency”) other than U.S. dollars and as a result
of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into the judgment currency for
the purpose of such judgment or order, and (ii) the rate of exchange at which such indemnified person is able to purchase U.S.
dollars with the amount of the judgment currency actually received by the indemnified person. The foregoing indemnity shall constitute
a separate and independent obligation of the Company and shall continue in full force and effect notwithstanding any such judgment
or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection
with the purchase of, or conversion into, the relevant currency.
(f) The obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have
and shall extend, upon the same terms and conditions, to each employee, officer and director of each Underwriter and each person,
if any, who controls any Underwriter within the meaning of the Act and each broker-dealer or other affiliate of any Underwriter;
and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters
may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company including
any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company and
to each person, if any, who controls the Company within the meaning of the Act.
10.
(a) If any Underwriter shall default in its obligation to purchase the Units which it has agreed to purchase hereunder at a
Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Units on the terms
contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such
Units, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other
parties satisfactory to you to purchase such Units on such terms. In the event that, within the respective prescribed periods,
you notify the Company that you have so arranged for the purchase of such Units, or the Company notifies you that it has so arranged
for the purchase of such Units, you or the Company shall have the right to postpone such Time of Delivery for a period of not
more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus,
or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration
Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in
this Agreement shall include any person substituted under this Section with like effect as if such person had originally been
a party to this Agreement with respect to such Units.
(b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by you and
the Company as provided in subsection (a) above, the aggregate number of such Units which remains unpurchased does not exceed
one-eleventh of the aggregate number of all the Units to be purchased at such Time of Delivery, then the Company shall have the
right to require each non-defaulting Underwriter to purchase the number of Units which such Underwriter agreed to purchase hereunder
at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on
the number of Units which such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters
for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its
default.
(c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by you and
the Company as provided in subsection (a) above, the aggregate number of such Units which remains unpurchased exceeds one-eleventh
of the aggregate number of all the Units to be purchased at such Time of Delivery, or if the Company shall not exercise the right
described in subsection (b) above to require non-defaulting Underwriters to purchase Units of a defaulting Underwriter or Underwriters,
then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the
Company to sell the Optional Units) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter
or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 7 hereof and the
indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability
for its default.
11. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters,
as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full
force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter
or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company,
and shall survive delivery of and payment for the Units.
12. If this Agreement shall be terminated pursuant to Section 10 hereof, the Company shall not then be under any liability to any
Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason, any Units are not delivered by or on
behalf of the Company as provided herein or the Underwriters decline to purchase the Units pursuant to Section 8(j)(ii) , the
Company will reimburse the Underwriters through you for all documented out-of-pocket expenses approved in writing by you, including
the documented and itemized fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations
for the purchase, sale and delivery of the Units not so delivered, but the Company shall then be under no further liability to
any Underwriter except as provided in Sections 7 and 9 hereof.
13. In all dealings hereunder, the Representative shall act on behalf of each of the Underwriters, and the parties hereto shall be
entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly
or by UBS Securities LLC on behalf of you as the Representative.
All
statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent
by mail, telex or facsimile transmission to you as the Representative in care of UBS Securities LLC, 1285 Avenue of the Americas,
New York, New York 10019, Attention: Syndicate (fax: (212) 713-3371) and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Chief Executive
Officer.
In
accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the
underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company,
which information may include the name and address of their respective clients, as well as other information that will allow the
underwriters to properly identify their respective clients.
14. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided
in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter,
and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right
under or by virtue of this Agreement. No purchaser of any of the Units from any Underwriter shall be deemed a successor or assign
by reason merely of such purchase.
15. Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the
Commission’s office in Washington, D.C. is open for business.
16. The Company acknowledges and agrees that (i) the purchase and sale of the Units pursuant to this Agreement is an arm’s-length
commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith
and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary
of the Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect
to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is
currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth
in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate.
The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature
or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.
17. 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.
18. This Agreement and any transaction contemplated by this Agreement and any claim, controversy or dispute arising under or related
thereto shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of
conflict of laws that would results in the application of any other law than the laws of the State of New York.
19. The Company hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan
in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby. The Company waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding
in such courts. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive
and binding upon the Company and may be enforced in any court to the jurisdiction of which Company is subject by a suit upon such
judgment. In addition to any other means for service permitted under law, the Company hereby agrees that process may be served
in any such suit or proceeding by overnight mail addressed to the Company’s principal place of business, that such service
shall been deemed in every respect effective service of process upon the Company, and that the Company shall not object in any
way to such service.
20. The Company and each of the Underwriters 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.
21. This Agreement may be executed by any one or more of the parties hereto 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.
22. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state
income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and
other tax analyses) provided to the Company relating to that treatment and structure, without the Underwriters imposing any limitation
of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing
sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax
structure” is limited to any facts that may be relevant to that treatment.
23. Recognition of the U.S. Special Resolution Regimes.
(a) 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.
(b) 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.
(c) As used in this section:
“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).
“Covered
Entity” means 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.
“U.S.
Special Resolution Regime” means 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.
24. UBS, an indirect, wholly owned subsidiary of UBS AG, is not a bank and is separate from any affiliated bank, including any U.S.
branch or agency of UBS AG. Because UBS is a separately incorporated entity, it is solely responsible for its own contractual
obligations and commitments, including obligations with respect to sales and purchases of securities. Securities sold, offered
or recommended by UBS are not deposits, are not insured by the Federal Deposit Insurance Corporation, are not guaranteed by a
branch or agency, and are not otherwise an obligation or responsibility of a branch or agency.
If
the foregoing is in accordance with your understanding, please sign and return to us one for the Company and the Representative
plus one for each counsel counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this
letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. It is
understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but
without warranty on your part as to the authority of the signers thereof.
[Signature
Page Follows]
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Very
truly yours,
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G
Squared Ascend II Inc.
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By:
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Name:
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Title:
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Accepted
as of the date hereof:
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UBS
Securities LLC
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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On
behalf of each of the Underwriters
SCHEDULE
I
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Underwriter
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Total Number of Firm
Units to be Purchased
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Number of Optional Units
to be Purchased if
Maximum Option
Exercised
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UBS Securities LLC
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12,500,000
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1,875,000
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Total
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12,500,000
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1,875,000
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SCHEDULE
II
(a) Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package:
None
(b) Additional Documents Incorporated by Reference:
None
(c) Information other than the Pricing Prospectus that comprise the Pricing Disclosure Package:
The
initial public offering price per unit for the Units is $10.00.
The
number of Units purchased by the Underwriters is 12,500,000.
(d) Written Testing-the-Waters Communication:
Reference
is made to the materials used in the testing the waters presentation made to potential investors by the Company, to the extent
such materials are deemed to be a “written communication” within the meaning of Rule 405 under the Act.
SCHEDULE
III
SCHEDULE
OF WRITTEN TESTING-THE-WATERS COMMUNICATIONS
1.
Investor presentation dated [________________2021]
Exhibit 3.1
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
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Assistant Registrar
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G
Squared Ascend II Inc.
Memorandum
and Articles of Association
Floor
4, Willow House, Cricket Square
Grand Cayman KY1-9010
Cayman
Islands
campbellslegal.com
(19250-34530)
Auth Code: D99787728217
www.verify.gov.ky
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
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Assistant Registrar
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G
Squared Ascend II Inc.
Companies
Act (as revised)
Company
Limited by Shares
Memorandum
of Association
The
name of the Company is G Squared Ascend II Inc.
The
registered office of the Company will be situate at the offices of Campbells Corporate Services Limited, Floor 4, Willow House,
Cricket Square, Grand Cayman KY1-9010, Cayman Islands or such other place as the Directors may from time to time decide.
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3.1
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The
objects for which the Company is established are unrestricted and the Company shall have
full power and authority to carry out any object not prohibited by law as provided by
Section 7(4) of the Companies Act (as revised) as amended and in particular but without
limitation:
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(a)
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To
carry on the business of an investment company and for that purpose to purchase, subscribe
for, acquire, hold and deal either in the name of the Company or in that of any nominee,
in shares, stocks, debentures, bonds, securities and obligations generally of any government,
company, corporation or body; and to promote, finance, advance money on hire purchase
or otherwise assist any company or companies, whether corporate or incorporate, or persons
as may be thought fit; and to act as agents for the issue and placing of, and to underwrite
shares, debentures and other securities or obligations.
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(b)
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To
carry on the business of financiers, capitalists, financial agents, bill discounters
and company promoters; to carry on business as mortgage brokers and insurance agents,
and to undertake and carry on any business transaction or obligation commonly undertaken
or carried on by financiers, company promoters, concessionaires, contractors, or merchants,
and generally to enter into, assist or participate in financial, commercial, mercantile,
industrial and other undertakings and business of all kinds and to carry on, develop
and extend the same, or sell, dispose of and deal with or otherwise turn the same to
account.
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(c)
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To
acquire by original subscription, tender, purchase or otherwise and hold, sell deal with
or dispose of any shares, stocks, debentures, debenture stocks, bonds, obligations and
securities guaranteed by any company constituted or carrying on business in any part
of the world and debentures, debenture stock, bonds, obligations and securities guaranteed
by any government or authority, municipal, local or otherwise, whether at home or abroad,
and to subscribe for the same either conditionally or otherwise and to guarantee the
subscription thereof and to exercise and enforce all rights and powers conferred by the
ownership thereof.
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Auth Code: D99787728217
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
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Assistant Registrar
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(d)
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To
purchase or otherwise acquire, hold, pledge, turn to account in any manner, import, export,
sell, distribute or otherwise dispose of, and generally to deal in commodities and products
(including any future interest therein) and merchandise, articles of commerce, materials,
personal property and real property of every kind, character and description whatsoever,
and wheresoever situated, and any interest therein, at any place or places in the Cayman
Islands or abroad, either as principal or as a factor or broker, or as a commercial,
sales, business or financial agent or representative, general or special, or in any other
capacity whatsoever for its own account or for the account of any domestic or foreign
person or public authority, and in connection therewith or otherwise to acquire and hold
membership in or otherwise secure trading privileges on any board of trade, exchange
or other similar institution where any such products or commodities or personal or real
property are dealt in, and to comply with the rules of any such institution.
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(e)
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To
engage in any mercantile, manufacturing or trading business of any kind or character
whatsoever, within or without the Cayman Islands and in any part of the world, and to
do all things incidental to such business.
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(f)
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To
purchase, sell, hold, take on lease, or in exchange, or otherwise acquire and hold any
lands or buildings wherever situate, or rights or interests therein or connected therewith,
and to manage or let the same or any part thereof for any period, and at such rent and
on such conditions as the Company shall think fit, or to develop the same or any part
thereof.
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(g)
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To
finance and assist persons purchasing or taking leases from or otherwise having dealings
with the Company.
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(h)
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To
purchase, sell, take in exchange, charter, hire, build, construct or otherwise acquire
and to own, work, manage, and to deal in and trade with steam, diesel, sailing, motor
and other ships, trawlers, drifters, tugs, vessels, aircraft and motor and other vehicles
with all necessary and convenient equipment, engines, tackle, gear, furniture, and stores,
or any interests in ships, vessels, aircraft, motor and other vehicles, and to maintain,
repair, fit out, refit, improve, insure, alter, sell, exchange, or let out on hire or
hire purchase, or charter or otherwise deal with and dispose of any of the ships, vessels,
aircraft and vehicles, or any of the engines, tackle, gear, furniture, equipment and
stores of the Company.
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2
Auth Code: D99787728217
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
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Assistant Registrar
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(i)
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To
undertake and carry on all or any of the business or businesses of ship owners, ship
brokers, shipping agents, aircraft owners, brokers or agents and insurance brokers, underwriters,
ship and aircraft managers, carriers by land, water and air transport, ship builders,
ship repairers, and generally to carry on the said business or businesses in all their
branches, and to carry on the said business or businesses either as principals or agents
or on commission or otherwise and to undertake and execute agencies and commissions of
all kinds.
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(j)
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To
receive money on loan and borrow or raise money in such manner as the Company shall think
fit and in particular by the issue of bonds, debentures, or debenture stock (perpetual
or otherwise) and to secure the repayment of any money borrowed, raised or owing by mortgage,
charge or lien upon all or any of the property or assets of the Company (both present
and future) including its uncalled capital, and also by a similar mortgage, charge or
lien to secure and guarantee the performance by the Company or any other person or company
of any obligation undertaken by the Company or any other person or company as the case
may be.
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(k)
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To
grant pensions, allowances, gratuities and bonuses to officers or ex-officers, employees
or ex-employees of the Company or its predecessors in business or the dependents of such
persons and to establish and maintain or concur in maintaining trusts, funds or schemes
(whether contributory or non-contributory) with a view to providing pensions or other
funds for any such persons as aforesaid or their dependents.
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(l)
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To
do all or any of the above things in any part of the world, and either as principals,
agents, trustees, contractors or otherwise, and either alone or in conjunction with others,
and either by or through agents, trustees, sub-contractors or otherwise.
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(m)
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To
do all such other things as are incidental or conducive to the above objects or any of
them.
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(n)
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To
engage in or carry on any other lawful trade, business or enterprise which may at any
time appear to the directors of the Company capable of being conveniently carried on
in conjunction with any of the aforementioned businesses or activities or which may appear
to the directors of the Company likely to be profitable to the Company.
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3.2
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It
is hereby declared that the objects of the Company as specified in each of the foregoing
paragraphs of this clause shall be separate and distinct objects of the Company and shall
not be in any way limited by reference to any other paragraphs or the order in which
the same occur.
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Except
as prohibited or limited by the Companies Act (as revised) (as amended from time to time), the Company shall have and be capable
of from time to time and all times exercising any and all of the powers at any time or from time to time exercisable by a natural
person or body corporate in doing in any part of the world whether as principal, agent, contractor or otherwise whatever may be
considered by it necessary for the attainment of its objects and whatever else may be considered by it as incidental or conducive
thereto or consequential thereon, including, but without in any way restricting the generality of the foregoing, the power to
make any alterations or amendments to this memorandum of association and the articles of association of the Company and the power
to pay all expenses of and incidental to the promotion, formation and incorporation of the Company; to register the Company to
do business in any other jurisdiction; to sell, lease or dispose of any property of the Company; to draw, make, accept, endorse,
discount, execute and issue promissory notes, debentures, bills of exchange, bills of lading, options, warrants and other negotiable
or transferable instruments; to lend money or other assets and to act as guarantors; to borrow or raise money on the security
of the undertaking or on all or any of the assets of the Company or without security; to invest monies of the Company in such
manner as the directors determine; to promote other companies; to sell the undertaking of the Company for cash or any other consideration;
to distribute assets in specie to shareholders of the Company; to make charitable or benevolent donations; to pay pensions or
gratuities or provide other benefits in cash or kind to directors, officers, employees, past or present, and their families; to
carry on any trade or business and generally to do all acts and things which, in the opinion of the Company or the directors,
may be conveniently or profitably or usefully acquired and dealt with, carried on, executed or done by the Company in connection
with the business aforesaid.
3
Auth Code: D99787728217
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
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Assistant Registrar
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The
liability of each member is limited to the amount from time to time unpaid on such member’s shares.
The
capital of the Company is USD 50,000.00 divided into 479,000,000.00 Class A Ordinary shares with a nominal or par value of USD
0.0001 each, 20,000,000.00 Class B Ordinary shares with a nominal or par value of USD 0.0001 each and 1,000,000.00 Preference
shares with a nominal or par value of USD 0.0001 each provided always that the Company acting by its board of directors shall
have power to purchase and/or redeem any or all of such shares and to increase or reduce the said capital of the Company and to
sub-divide or consolidate the said shares or any of them subject to the provisions of the Companies Act (as revised) and the articles
of association and to issue all or any part of its capital whether original, purchased, redeemed, increased or reduced with or
without any preference, priority or special privilege or subject to any restrictions whatsoever and so that unless the conditions
of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall
be subject to the powers on the part of the Company hereinbefore provided.
4
Auth Code: D99787728217
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
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Assistant Registrar
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7
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Part
VII of the Companies Act (as revised)
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If
the Company is registered as an exempted company in accordance with Part VII of the Companies Act (as revised), the Company will
comply with the provisions of such law relating to exempted companies and, subject to the provisions of the Companies Act and
the Articles of Association, it shall have the power to register by way of continuation as a body corporate limited by shares
under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
The
Company shall have power to amend this memorandum of association by special resolution.
5
Auth Code: D99787728217
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EXEMPTED Company Registered and
filed as No. 371712 On 12-Feb-2021
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Assistant Registrar
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We are desirous of being formed into a company in pursuance of this
memorandum of association and we agree to take the number of shares in the capital of the Company set opposite our name.
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Name, Address
and Description
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Number of Shares Taken
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of Subscriber
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by Subscriber
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Campbells Nominees Limited
Floor 4, Willow House
Cricket Square
Grand Cayman KY1-9010
Cayman Islands
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1
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/s/
Jennifer Reilly
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Jennifer Reilly
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Authorised Signatory
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/s/ Tenecia
Ebanks
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Tenecia Ebanks
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Witness
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Date: 12 February 2021
6
Auth Code: D99787728217
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
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Assistant Registrar
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G
Squared Ascend II Inc.
Companies
Act (as revised)
Company
Limited by Shares
Articles
of Association
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1.1
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The
regulations contained in Table A of the Companies Act (as revised) do not apply to the
Company and the following are the articles of association of the Company.
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(a)
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the
following terms shall have the meanings set opposite if not inconsistent with the subject
context:
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“Act”
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means the Companies Act of the Cayman Islands;
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“Articles”
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means the articles
of association of the Company as originally framed as from time to time amended by Special Resolution;
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“Auditors”
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means the persons
for the time being performing the duties of auditors of the Company;
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“Company”
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means the above-named Company;
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“debenture”
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includes debenture
stock, mortgages, bonds and any other securities of the Company whether constituting a charge on the assets of the Company
or not;
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“Directors”
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means the persons
for the time being occupying the position of directors of the Company, or as the case may be, the directors assembled as a
board and the term a “Director” shall be construed accordingly and shall, where the context admits, include an alternate
Director;
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“dividend”
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includes a distribution
or interim dividend or interim distribution;
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“Electronic
Record”
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has the same meaning as in the Electronic Transactions Act;
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Auth Code: E57130512967
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
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Assistant Registrar
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“Electronic
Transactions Act”
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means the Electronic Transactions Act of the
Cayman Islands;
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“Issue
Price”
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means the total
consideration payable for the issue of Shares including for the avoidance of doubt both the par value and any premium payable;
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“member”
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has the meaning
assigned to it in the Act and the term “shareholder” shall also mean a member;
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“month”
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means calendar month;
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“Ordinary
Resolution”
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means a resolution:
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(i)
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passed by simple
majority of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general
meeting of the Company on a show of hands or a poll and where a poll is taken regard shall be had in computing a majority
to the number of votes to which each member is entitled; or
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(ii)
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approved in writing
by all of the members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or
more of the members and the effective date of the resolution so adopted shall be the date on which the instrument, or the
last of such instruments, if more than one, is executed.
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“paid-up”
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has the meaning
assigned to it in the Act currently meaning paid- up and/or credited as paid-up as to the nominal or par value only excluding
any premium payable in respect of the issue of any shares;
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“Register”
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means the register
of members of the Company required to be kept by the Act; and includes (except where otherwise stated or the context otherwise
requires) any branch or duplicate register of members;
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“registered office”
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means the registered office for the time being
of the Company;
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2
Auth Code: E57130512967
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
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Assistant Registrar
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“Seal”
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means the common seal of the Company and includes
every duplicate seal;
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“Secretary”
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includes an assistant secretary and any persons
appointed to perform the duties of the secretary of the Company;
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“share”
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means a share in
the Company and shall, where the context so permits, includes fractions of a share in the Company;
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“Special
Resolution”
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has the meaning
assigned to it in the Act;
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“Treasury
Share”
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means a share held
in the name of the Company as a treasury share in accordance with the Act.
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(b)
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words
importing the singular include the plural and vice versa;
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(c)
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words
importing any gender include all genders;
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(d)
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words
importing persons include corporations as well as any other legal or natural person;
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(e)
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expressions
referring to writing shall, unless the contrary intention appears, be construed as including
references to printing, lithography, photography and other modes of representing or reproducing
words in a visible form and include all modes of representing or reproducing words in
visible form, including in the form of an Electronic Record;
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(f)
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references
to provisions of any law or regulation shall be construed as references to those provisions
as amended, modified, re-enacted or replaced;
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(g)
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any
phrase commencing with the words “including”, “include”, “in
particular” or any similar expression shall be deemed to be followed by the words
“without limitation;
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(h)
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headings
are inserted for reference only and shall be ignored in construing the Articles;
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(i)
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subject
as aforesaid, any words or expressions defined in the Act shall, if not inconsistent
with the subject or context hereof, bear the same meanings as in the Articles;
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(j)
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the
word “may” shall be construed as permissive and the word “shall”
shall be construed as imperative;
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(k)
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where
an Ordinary Resolution is expressed to be required for any purpose, a Special Resolution
is also effective for that purpose; and
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Auth Code: E57130512967
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
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Assistant Registrar
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(l)
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where any period
to lapse under the provisions of these Articles is counted by a number of days, the first day of such period counted shall
be the day immediately after the notice is given or deemed to be given and the period of such notice shall be deemed to be
complete and final at the end of the last day of such period. The relevant then permitted actions shall be effected the day
immediately following such last day.
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2
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Commencement
of Business
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2.1
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The
business of the Company may be commenced as soon after incorporation as the Directors
shall see fit, notwithstanding that part only of its shares may have been allotted.
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2.2
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The
Directors may pay, out of the capital or any other monies of the Company, all expenses
incurred in or about the formation and establishment of the Company including the expenses
of registration.
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The
Company may from time to time alter or add to these Articles by passing a Special Resolution.
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4
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Issue
of Shares, Principal and Branch Registers and Offices
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4.1
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Subject
to the Act and to any direction that may be given by the Company in general meeting and
without prejudice to any special rights previously conferred on the holders of any existing
shares or class of shares, the shares of the Company shall be under the Directors’
general and unconditional authority to allot and/or issue (with or without rights of
renunciation), grant options over, offer or otherwise deal with or dispose of any unissued
shares of the Company (whether forming part of the original or any increased share capital),
either at a premium or at par, with or without preferred, deferred or other special rights
or restrictions, whether in regard to dividend, voting, return of capital or otherwise
and to such persons, on such terms and conditions, and at such times as the Directors
may decide and they may allot or otherwise dispose of them to such persons (including
any Director) on such terms and conditions and at such time as the Directors may determine.
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4.2
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The
Company may issue fractions of a share and, save where the Articles otherwise provide,
a fraction of a share shall rank pari passu and shall have proportionately the same rights
as a whole share of the same class.
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4.3
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The
Directors may accept non-cash consideration for the issue of Shares.
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4.4
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The
Company shall be prohibited from issuing shares, certificates or coupons in bearer form.
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4.5
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The
Directors may accept contributions to the capital of the Company otherwise than in consideration
of the issue of shares and the amount of any such contribution may be treated as share
premium (in which case it shall be subject to the provisions of the Act and these Articles
applicable to share premium).
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4
Auth Code: E57130512967
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
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Assistant Registrar
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4.6
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The
Company shall maintain or cause to be maintained the Register in accordance with the
Act.
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4.7
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The
Directors may determine that the Company shall maintain one or more branch registers
of members in accordance with the Act provided that a duplicate of such branch registers
shall be maintained with the principal register in accordance with the Act. The Directors
shall also determine which register of members shall constitute the principal register
and which shall constitute the branch register or registers, and may vary such determination
from time to time.
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4.8
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Subject
to the provisions of the Act, the Company by resolution of the Directors may change the
location of its registered office.
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4.9
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The
Company, in addition to its registered office, may establish and maintain such other
offices, places of business and agencies in the Islands and elsewhere as the Directors
may from time to time determine.
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5.1
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The
Directors may, prior to the purchase, redemption or surrender of any share, determine
that such share shall be held as a Treasury Share.
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5.2
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The
Directors may resolve to cancel a Treasury Share or transfer a Treasury Share on such
terms as they think proper (including, without limitation, for nil consideration).
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6
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Redemption,
Purchase and Surrender of Own Shares
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6.1
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Subject
to the provisions of the Act, the memorandum of association of the Company and these
Articles:
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(a)
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shares
may be issued on the terms that they are, or at the option of the Company or the member
are, liable to be redeemed on such terms and in such manner as the Company, by resolution,
or as the Directors, before the issue of the shares, may determine; and
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(b)
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the
Company may purchase shares, including any redeemable shares, issued by the Company upon
the terms and in such manner as the Directors or the Company, by resolution, may from
time to time determine, and such authority may be general in respect of any number of
purchases, for a set period, or indefinite;
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5
Auth Code: E57130512967
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
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Assistant Registrar
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(c)
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the
Company may make payment in respect of any redemption or purchase of its own shares in
any manner authorised by the Act, including out of capital
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(d)
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Subject
to the provisions of these Articles, the rights attaching to any issued shares may, by
Special Resolution, be varied so as to provide that such shares are, or at the option
of the Company or the member are, liable to be redeemed on such terms and in such manner
as the Company may, determine.
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6.2
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The
Directors may accept the surrender for no consideration of any fully paid-up share.
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6.3
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The
Directors may, when making a payment in respect of the redemption or purchase of shares,
make such payment in cash or in specie (or partly in one and partly in the other).
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6.4
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Upon
the date of redemption or purchase of a share, the holder shall cease to be entitled
to any rights in respect thereof (excepting always the right to receive (i) the price
therefor and (ii) any dividend which had been declared in respect thereof prior to such
redemption or purchase being effected) and accordingly his name shall be removed from
the Register with respect thereto and the share shall be cancelled.
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7
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Variation
of Rights of Shares
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7.1
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If
at any time the share capital of the Company is divided into different classes of shares,
the rights attached to any class (unless otherwise provided by the terms of issue of
the shares of that class) may, whether or not the Company is being wound up, be varied
with the consent in writing of the holders of at least two-thirds of the issued shares
of that class or with the sanction of a resolution passed at a meeting of the holders
of such class of shares by the holder or holders of at least two- thirds of such shares
present in person or by proxy at such meeting. To the extent not inconsistent with this
Article, the provisions of these Articles relating to general meetings shall apply to
every such meeting of the holders of one class of shares except that the necessary quorum
shall be one person holding or representing by proxy at least one third of the issued
shares of the class and that any holder of shares of the class present in person or by
proxy may demand a poll.
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7.2
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The
rights conferred upon the holders of the shares of any class issued with preferred or
other rights shall not, unless otherwise expressly provided by the terms of the issue
of the shares of that class, be deemed to be varied by the creation or issue of further
shares ranking pari passu therewith.
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|
7.3
|
For
the purposes of a separate class meeting, the Directors may treat two or more or all
the classes of Shares as forming one class of Shares if the Directors consider that such
class of Shares would be affected in the same way by the proposals under consideration,
but in any other case shall treat them as separate classes of Shares.
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
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Assistant Registrar
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8
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Commission
on Sale of Shares
|
When
permitted by law the Company may pay to any person a commission in consideration of his subscribing or agreeing to subscribe (whether
absolute or conditional) for any shares or debentures of the Company. Any such commission may be satisfied by the payment of cash
or in fully paid-up shares or debentures of the Company or partly in one way and partly in the other.
|
9
|
Non-Recognition
of Trusts
|
Except
as required by law or otherwise provided by these Articles, no person shall be recognised by the Company as holding any shares
upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof)
any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or any other
rights in respect of any share except an absolute right to the entirety thereof in the registered holder.
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10
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Certificates
for Shares
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|
10.1
|
Every
person whose name is entered as a member in the Register shall be entitled without payment
to receive one certificate for all his shares or several certificates each for one or
more of his shares. A certificate may be issued under Seal or executed in such other
manner as the Directors may prescribe. Provided that in respect of a share or shares
held jointly by several persons the Company shall not be bound to issue more than one
certificate and delivery of a certificate for a share to one of several joint holders
shall be sufficient delivery to all such holders.
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10.2
|
Certificates
representing shares shall be in such form as shall be determined by the Directors. Such
certificates shall be signed by such person or persons as are authorised from time to
time by the Directors or by the Articles. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue, shall be
entered in the Register. All certificates surrendered to the Company for transfer shall
be cancelled and no new certificate shall be issued until the former certificate for
a like number of shares shall have been surrendered and cancelled. Notwithstanding the
foregoing, if a share certificate is defaced, lost or destroyed, it may be renewed on
such terms (if any) as to evidence and indemnity and the payment of out of pocket expenses
of the Company incurred in investigating evidence as the Directors think fit.
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11
|
Joint
Ownership of Shares
|
If
several persons are registered as joint holders of any shares they shall be severally as well as jointly liable for any liability
in respect of such shares, but the first named upon the Register shall, as regards service or notices, be deemed the sole owner
thereof. Any of such persons may give effectual receipt for any dividend or other distribution.
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
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Assistant Registrar
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12.1
|
The
Company shall have a first and paramount lien and charge on every share for all monies,
whether presently payable or not, called or payable at a fixed time in respect of that
share, and the Company shall also have a first and paramount lien and charge on all shares
standing registered in the name of a member (whether solely or jointly with others) for
all monies, liabilities or engagements presently owing by him or his estate to the Company
either alone or jointly with any other person, whether a member or not; but the Directors
may at any time declare any share to be wholly or in part exempt from the provisions
of this Article. The Company’s lien and charge, if any, on a share shall extend
to all dividends or other monies payable in respect thereof. The registration of a transfer
of any such share shall operate as a waiver of the Company’s lien and charge (if
any) thereon.
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|
12.2
|
The
Company may sell, in such manner as the Directors think fit, any shares on which the
Company has a lien and charge, but no sale shall be made unless a sum in respect of which
the lien and charge exists is presently payable, nor until the expiration of fourteen
days after a notice in writing, stating and demanding payment of such part of the amount
in respect of which the lien and charge exists as is presently payable, has been given
to the registered holder or holders for the time being of the share, or the person, of
which the Company has notice, entitled thereto by reason of his death or bankruptcy.
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12.3
|
To
give effect to any such sale the Directors may authorise some person to transfer the
shares sold to the purchaser thereof. The purchaser shall be registered as the holder
of the shares comprised in any such transfer, and he shall not be bound to see to the
application of the purchase money, nor shall his title to the shares be affected by any
irregularity or invalidity in the proceedings in reference to the sale.
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12.4
|
The
proceeds of the sale shall be received by the Company and applied in payment of such
part of the amount in respect of which the lien and charge exists as is presently payable,
and the residue, if any, shall (subject to a like lien and charge for sums not presently
payable as existed upon the shares before the sale) be paid to the person entitled to
the shares prior to the sale.
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|
13.1
|
The
Directors may from time to time make calls upon the members in respect of any monies
unpaid on their shares for the Issue Price (whether on account of the nominal value of
the shares or by way of premium or otherwise) and not by the conditions of allotment
thereof made payable at fixed times. Each member shall (subject to receiving at least
fourteen days’ notice specifying the time or times and place of payment) pay to
the Company at the time or times and place so specified the amount called on his shares.
A call may be revoked or postponed as the Directors may determine. A person upon whom
a call is made shall remain liable for calls made upon him notwithstanding the subsequent
transfer of the shares in respect of which the call was made.
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
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Assistant Registrar
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13.2
|
A
call shall be deemed to have been made at the time when the resolution of the Directors
authorising the call was passed and may be required to be paid by instalments. The joint
holders of a share shall be jointly and severally liable to pay all calls in respect
thereof.
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|
13.3
|
If
a sum called in respect of a share is not paid before or on the day appointed for payment
thereof, the person from whom the sum is due shall pay interest on the sum from the day
appointed for payment thereof to the time of actual payment at such rate fixed by the
terms of allotment or issue of the share or in the notice of the call or as the Directors
may otherwise determine, but the Directors shall be at liberty to waive payment of such
interest wholly or in part.
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|
13.4
|
Any
sum which by the terms of issue of a share becomes payable on allotment or at any fixed
date (whether on account of the nominal value of the share or by way of premium or otherwise)
shall for the purposes of the Articles be deemed to be a call duly made and payable on
the date on which by the terms of issue the same becomes payable, and in case of non-payment
all the relevant provisions of the Articles as to payment of interest and expenses, forfeiture
or otherwise shall apply as if such sum had become payable by virtue of a call duly made
and notified.
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|
13.5
|
The
Directors may, on the issue of shares, differentiate between the holders as to the amount
of calls or interest to be paid and the times of payment.
|
|
13.6
|
The
Directors may, if they think fit, receive from any member willing to advance the same,
all or any part of the monies uncalled and unpaid upon any shares held by him, and upon
all or any of the monies so advanced may (until the same would, but for such advance,
become payable) pay interest at such rate as may be agreed upon between the Directors
and the member paying such sum in advance.
|
|
13.7
|
No
such sum paid in advance of calls shall entitle the member paying such sum to any portion
of a dividend declared in respect of any period prior to the date upon which such sum
would but for such payment become presently payable.
|
|
14.1
|
Every
instrument of transfer shall be left at the registered office for registration, accompanied
by the certificate (if any) covering the shares to be transferred and such other evidence
as the Directors may require to prove the title of the transferor to, or his right to
transfer, the shares.
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
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|
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Assistant Registrar
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14.2
|
The
instrument of transfer of any share (which need not be under Seal) shall be signed by
or on behalf of the transferor and, unless the share is fully paid up or the transferee
otherwise consents or agrees thereto, by or on behalf of the transferee. The transferor
shall be deemed to remain the holder of the share until the name of the transferee is
entered in the Register in respect thereof.
|
|
14.3
|
Subject
to such of the restrictions of the Articles as may be applicable, any member may transfer
all or any of his shares by instrument in writing in any usual or common form or any
other form which the Directors may approve. Upon every transfer of shares the certificate
held by the transferor shall be given up to be cancelled and shall forthwith be cancelled
accordingly and a new certificate shall be issued without charge to the transferee in
respect of the shares transferred to him, and if any of the shares included in the certificate
so given up shall be retained by the transferor a new certificate in respect thereof
shall be issued to him without charge. The Company shall also retain the transfer.
|
|
14.4
|
The
Directors may, in their absolute discretion and without assigning any reason therefor,
refuse to register any transfer of any share, whether or not it is a fully paid up share
as to Issue Price.
|
Without
limitation, the Directors may decline to recognise any instrument of transfer if:
|
|
(a)
|
the
instrument of transfer is not accompanied by the certificate covering shares to which
it relates, and/or such other evidence as the Directors may require to prove the title
of the transferor to, or his right to transfer, the shares; or
|
|
|
(b)
|
the
instrument of transfer is in respect of more than one class of share.
|
|
14.5
|
If
the Directors refuse to register a transfer they shall within two months after the date
on which the transfer was lodged with the Company send to the transferee notice of the
refusal.
|
|
14.6
|
The
registration of transfers may be suspended at such times and for such periods as the
Directors may from time to time determine, provided always that such registration shall
not be suspended for more than thirty days in any year.
|
|
15
|
Transmission
of Shares
|
|
15.1
|
In
case of the death of a member, the survivor or survivors where the deceased was a joint
holder, and the legal personal representatives of the deceased where he was a sole holder,
shall be the only persons recognised by the Company as having any title to his interest
in the shares but nothing herein contained shall release the estate of a deceased holder
from any liability in respect of any share which had been held by him solely or jointly
with other persons.
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|
15.2
|
Any
person becoming entitled to a share in consequence of the death or bankruptcy of a member
may,
upon such evidence being produced as may from time to time be properly required by the Directors to show his title to the share,
elect either to be registered himself as holder of the share or to make such transfer of the share to such other person nominated
by him as the aforesaid member could have made and to have such person registered as the transferee thereof, but the Directors
shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer
of the share by that member before his death or bankruptcy, as the case may be.
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
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Assistant Registrar
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15.3
|
A
person becoming entitled to a share by reason of the death or bankruptcy of a member
shall be entitled to the same dividends and other advantages to which he would be entitled
if he were the registered holder of the share, except that he shall not, before being
registered as a member in respect of the share, be entitled in respect of it to exercise
any right conferred by membership in relation to meetings of the Company; provided always
that the Directors may at any time give notice requiring any such person to elect either
to be registered himself or to transfer the share, and if the notice is not complied
with within fourteen days the Directors may thereafter withhold payment of all dividends,
bonuses or other monies payable in respect of the share until the requirements of the
notice have been complied with.
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|
16.1
|
If
a member fails to pay any call or instalment of a call for any part of the Issue Price
on the day appointed for payment thereof, the Directors may, at any time thereafter during
such time as any part of the call or instalment remains unpaid, serve a notice on him
requiring payment of so much of the call or instalments together with any interest which
may have accrued and all expenses that may have been incurred by the Company by reason
of such non-payment.
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|
16.2
|
The
aforesaid notice shall name a further day (not earlier than the expiration of fourteen
days from the date of service of the notice) on or before which the payment required
by the notice is to be made, and shall state that in the event of non-payment at or before
the time appointed the shares in respect of which the call was made will be liable to
be forfeited.
|
|
16.3
|
If
the requirements of any such notice as aforesaid are not complied with, any share in
respect of which the notice has been given may at any time thereafter, before the payment
required by the notice has been made, be forfeited, by a resolution of the Directors
to that effect. Such forfeiture shall include all dividends declared or other monies
due in respect of the forfeited shares and not actually paid before forfeiture.
|
|
16.4
|
A
forfeited share may be sold or otherwise disposed of on such terms and in such manner
as the Directors think fit, and at any time before a sale or disposition the forfeiture
may be cancelled on such terms as the Directors think fit.
|
11
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
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Assistant Registrar
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16.5
|
A
person whose shares have been forfeited shall cease to be a member in respect of the
forfeited shares but shall, notwithstanding, remain liable to pay to the Company all
monies (including any unpaid component of the Issue Price and interest which shall continue
to accrue) which, at the date of forfeiture, were payable by him to the Company in respect
of the shares, but his liability shall cease if and when the Company shall have received
payment in full of all such monies in respect of the shares. The Directors may waive
payment wholly or in part or enforce payment without any allowance for the value of the
shares at the time of forfeiture or for any consideration received on their disposal.
When any share shall have been forfeited, notice of the Directors' resolution to that
effect shall be given to the member in whose name it stood immediately prior to the forfeiture,
and an entry of the forfeiture, with the date thereof, shall forthwith be made in the
Register. Where for the purposes of its disposal a forfeited share is to be transferred
to any person the Directors may authorize any person to execute an instrument of transfer
of the share to that person.
|
|
16.6
|
A
declaration in writing that the declarant is a Director or Secretary of the Company,
and that a share in the Company has been duly forfeited on a date stated in the declaration,
shall be conclusive evidence of the facts therein stated as against all persons claiming
to be entitled to the share. The Company may receive the consideration, if any, given
for the share on any sale or disposition thereof and may execute a transfer of the share
in favour of the person to whom the share is sold or disposed of and he shall thereupon
be registered as the holder of the share, and shall not be bound to see to the application
of the purchase money, if any, nor shall his title to the share be affected by any irregularity
or invalidity in the proceedings in reference to the forfeiture, sale or disposal of
the share.
|
|
17
|
Amendment
of Memorandum of Association and Alteration of Capital
|
|
17.1
|
Subject
to and insofar as permitted by provisions of the Act, the Company may from time to time
by Ordinary Resolution (or where an Ordinary Resolution is disallowed by the Act and
a Special Resolution is required, by Special Resolution) alter or amend its memorandum
of association otherwise than with respect to its name and objects and may hereby, without
restricting the generality of the foregoing:
|
|
|
(a)
|
increase
the share capital by such sum to be divided into shares of such amount or without nominal
or par value as the resolution shall prescribe and with such rights priorities and privileges
annexed thereto as may be determined;
|
|
|
(b)
|
consolidate
and divide all or any of its share capital into shares of larger amount than its existing
shares;
|
|
|
(c)
|
convert
all or any of its paid-up shares into stock, and reconvert that stock into paid-up shares
of any denomination;
|
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
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Assistant Registrar
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(d)
|
by
subdivision of its existing shares or any of them divide the whole or any part of its
share capital into shares of smaller amount than is fixed by the memorandum of association
of the Company or into shares without nominal or par value;
|
|
|
(e)
|
cancel
any shares which at the date of the passing of the resolution have not been taken or
agreed to be taken by any person and diminish the amount of its share capital by the
amount of any shares so cancelled; and
|
|
|
(f)
|
reduce
its share capital and any capital redemption reserve fund subject to any consent, order,
Court approval or other matter required by law.
|
|
17.2
|
All
new shares created hereunder shall be subject to the same provisions with reference to
the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the
shares in the original share capital.
|
|
17.3
|
Subject
to the provisions of the Act, the Company may by Special Resolution change its name or
alter its objects.
|
|
18.1
|
The
Directors may, whenever they think fit, convene an extraordinary general meeting. If
at any time there are not sufficient Directors capable of acting to form a quorum, any
Director or any one or more members may convene an extraordinary general meeting in the
same manner as nearly as possible as that in which meetings may be convened by the Directors.
|
|
18.2
|
The
Directors shall, upon the requisition in writing of one or more members holding in the
aggregate not less than one-tenth of such paid-up capital (as to Issue Price) of the
Company as at the date of the requisition carries the right of voting at general meetings,
convene an extraordinary general meeting. Any such requisition shall express the object
of the meeting proposed to be called, and shall be left at or posted to the registered
office and may consist of several documents in like form each signed by one or more requisitionists.
|
|
18.3
|
If
the Directors do not proceed to convene a general meeting within twenty-one days from
the date of such requisition being left as aforesaid, the requisitionist(s) or any one
or more of them or any other member or members holding in the aggregate not less than
one-tenth of such paid-up capital (as to Issue Price) of the Company as at the date of
the requisition carries the right of voting at general meetings, may convene an extraordinary
general meeting to be held at the registered office or at some convenient place at such
time, subject to the Articles as to notice, as the person(s) convening the meeting fix.
The requisitionists shall be reimbursed by the Company for all reasonable expenses incurred
by them as a result of the failure by the Directors to convene the general meeting.
|
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Auth Code: E57130512967
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
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|
|
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|
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Assistant Registrar
|
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18.4
|
Subject
to the provisions of the Act relating to Special Resolutions, seven days’ notice
at the least specifying the place, the day and the hour of meeting and, in case of special
business, the general nature of that business shall be given in manner hereinafter provided,
or in such other manner (if any) as may be prescribed by the Company in general meeting,
to such persons as are, under the Articles, entitled to receive such notices from the
Company; but with the consent of members entitled to receive notice of some particular
meeting or their proxies holding at least in the aggregate not less than ninety percent
(90%) of the paid-up share capital of the Company (as to Issue Price) giving the right
to attend and vote at general meetings of the Company, that meeting may be convened by
such shorter notice and in such manner as those members or their proxies may think fit.
|
|
18.5
|
The
accidental omission to give notice of a meeting to, or the non-receipt of a notice of
a meeting by, any member entitled to receive notice shall not invalidate the proceedings
at any meeting.
|
|
18.6
|
All
business that is transacted at an extraordinary general meeting and all that is transacted
at any annual general meeting, with the exception of the sanctioning of a dividend and
the consideration of the accounts, balance sheet, the annual report of the Directors
and the Auditors' report shall be deemed to be special.
|
|
18.7
|
When
all members entitled to be present and vote sign either personally or by proxy the minutes
of a general meeting, the same shall be deemed to have been duly held notwithstanding
that the members have not actually come together or that there may have been technical
defects in the proceedings and a resolution in writing (in one or more counterparts)
signed by all members personally, or in the case of a company or other entity which is
a member, by any person authorised to sign on its behalf, shall be as valid and effectual
as if it had been passed at a meeting of the members duly called and constituted.
|
|
19
|
Proceedings
at General Meetings
|
|
19.1
|
No
business shall be transacted at any general meeting unless a quorum of members is present
at the time when the meeting proceeds to business; two (2) members present in person
or by proxy shall be a quorum provided always that if the Company has one member of record
the quorum shall be that one (1) member present in person or by proxy.
|
|
19.2
|
If,
within half an hour from the time appointed for the meeting a quorum is not present,
the meeting, if convened upon the requisition of member(s), shall be dissolved; in any
other case it shall stand adjourned to the same day in the next week, at the same time
and place or to such other day and at such other time and place as the Directors may
determine and if at the adjourned meeting a quorum is not present within half an hour
from the time appointed for the meeting the members present shall be a quorum.
|
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Auth Code: E57130512967
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|
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
|
|
|
|
|
|
|
|
|
Assistant Registrar
|
|
19.3
|
The
chairman, if any, of the board of Directors shall preside as Chairman at every general
meeting of the Company, or if there is no such chairman, or if he shall not be present
within fifteen minutes after the time appointed for the holding of the meeting or is
unwilling to act, the Directors present shall elect one of their number to be chairman
of the meeting.
|
|
19.4
|
If
at any meeting no Director is willing to act as chairman or if no Director is present
within fifteen minutes after the time appointed for holding the meeting, the members
present shall choose one of their number to be chairman of the meeting.
|
|
19.5
|
The
chairman may, with the consent of any meeting at which a quorum is present (and shall
if so directed by the meeting), adjourn the meeting from time to time and from place
to place but no business shall be transacted at any adjourned meeting other than the
business left unfinished at the meeting from which the adjournment took place. When a
meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be
given as in the case of an original meeting. Save as aforesaid, it shall not be necessary
to give any notice of an adjournment or of the business to be transacted at an adjourned
meeting.
|
|
19.6
|
At
any general meeting a resolution put to the vote of the meeting shall be decided on a
show of hands unless a poll is (before or on the declaration of the result of the show
of hands) demanded
|
|
|
(b)
|
by
any member or members present in person or by proxy and representing not less than one
tenth of the total voting rights of all the members having the right to vote at the meeting;
or
|
|
|
(c)
|
by
a member or members holding shares conferring a right to vote at the meeting being shares
on which an aggregate sum has been paid-up (as to Issue Price) equal to not less than
one tenth of the total sum paid up (as to Issue Price) on all the shares conferring that
right.
|
|
19.7
|
Unless
a poll be so demanded a declaration by the chairman that a resolution has on a show of
hands been carried, or carried unanimously, or by a particular majority, or lost, and
an entry to that effect in the book containing the minutes of the proceedings of the
Company shall be conclusive evidence of the fact without proof of the number or portion
of the votes recorded in favour of or against such resolution. A demand for a poll may
be withdrawn.
|
|
19.8
|
In
the case of an equality of votes, whether on a show of hands or on a poll, the chairman
of the meeting at which the show of hands takes place or at which the poll is demanded,
shall be entitled to a casting vote.
|
15
Auth Code: E57130512967
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
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|
|
|
|
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Assistant Registrar
|
|
19.9
|
A
poll demanded on the election of a chairman or on a question of adjournment shall be
taken forthwith. A poll demanded on any other question shall be taken at such time and
in such manner as the chairman of the meeting directs and the result of the poll shall
be deemed to be the resolution of the meeting at which the poll was demanded. Any business
other than that upon which a poll has been demanded may be proceeded with pending the
taking of the poll.
|
|
19.10
|
If
for so long as the Company has only one member:
|
|
|
(a)
|
in
relation to a general meeting, the sole member or a proxy for that member or (if the
member is a corporation) a duly authorized representative of that member is a quorum;
and
|
|
|
(b)
|
the
sole member may agree that any general meeting be called by shorter notice than that
provided for by the Articles; and
|
|
|
(c)
|
all
other provisions of the Articles apply with any necessary modification (unless the provision
expressly provides otherwise).
|
|
20.1
|
Subject
to any rights or restrictions for the time being attached to any class or classes of
shares, on a show of hands every member present in person or by proxy at a general meeting
shall have one vote and on a poll every member present in person or by proxy shall have
one vote for each share registered in his name on the Register.
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|
20.2
|
In
the case of joint holders the vote of the senior who tenders a vote, whether in person
or by proxy, shall be accepted to the exclusion of the votes of the other joint holders;
and for this purpose seniority shall be determined by the order in which the names stand
in the Register.
|
|
20.3
|
A
member of unsound mind, or in respect of whom an order has been made by any court having
jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee,
receiver, curator bonis, or other person in the nature of a committee, receiver or curator
bonis appointed by that court, and any such committee, receiver, curator bonis or other
person may, on a poll, vote by proxy.
|
|
20.4
|
No
person shall be entitled to vote at any general meeting unless he is registered as a
member in the Register on the date of such meeting and unless all calls or other sums
presently payable by him in respect of shares of the Company have been paid.
|
|
20.5
|
No
objection shall be raised to the qualifications of any voter except at the meeting or
adjourned meeting at which the vote objected to is given or tendered and every vote not
disallowed at such meeting shall be valid for all purposes. Any such objection made in
due time shall be referred to the chairman of the meeting, whose decision shall be final
and conclusive.
|
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
|
|
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|
|
|
|
|
|
Assistant Registrar
|
|
20.6
|
On
a poll or on a show of hands votes may be given either personally or by proxy. On a poll,
a member entitled to more than one vote need not, if he votes, use all his votes or cast
all votes he uses the same way.
|
|
21.1
|
The
instrument appointing a proxy shall be in writing under the hand of the appointor or
of his attorney duly authorised in writing or, if the appointor is a corporation, either
under seal or under the hand of an officer or attorney duly authorised. A proxy need
not be a member of the Company. Deposit or delivery of a form of appointment of a proxy
does not preclude a member from attending and voting at the meeting or at any adjournment
of it.
|
|
21.2
|
The
instrument appointing a proxy shall be deposited at the registered office or at such
other place as is specified for that purpose in the notice convening the meeting no later
than the time for holding the meeting, or adjourned meeting, provided that the chairman
of the meeting may at his discretion direct that an instrument of proxy shall be deemed
to have been duly deposited upon receipt of confirmation from the appointor that the
instrument of proxy duly signed is in the course of transmission to the Company. The
Directors may require the production of any evidence which they consider necessary to
determine the validity of any appointment pursuant to this Article.
|
|
21.3
|
The
instrument appointing a proxy may be in any form acceptable to the Directors and may
be expressed to be for a particular meeting and/or any adjournment thereof or generally
until revoked.
|
|
21.4
|
The
instrument appointing a proxy shall be deemed to confer authority to demand and to join
in demanding a poll.
|
|
21.5
|
A
vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding
the previous death or insanity of the principal or revocation of the proxy or of the
authority under which the proxy was executed or the transfer of the share in respect
of which the proxy is given, provided that no intimation in writing of such death, insanity,
revocation or transfer as aforesaid shall have been received by the Company at the registered
office before the commencement of the meeting or adjourned meeting at which the proxy
is used.
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|
22
|
Corporations
Acting by Representatives at Meetings
|
Any
corporation which is a member may by resolution of its directors or other governing body authorise such person as it thinks fit
to act as its representative at any meeting of the Company or of any class of members and the person so authorised shall be entitled
to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an
individual member.
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
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Assistant Registrar
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23.1
|
There
shall be a board of Directors consisting of at least one person. There is no age limit
for Directors.
|
|
23.2
|
The
first Directors shall be determined in writing by the subscriber to the memorandum of
association of the Company.
|
|
23.3
|
The
remuneration to be paid to the Directors shall be such remuneration as the Directors
shall determine. Such remuneration shall be deemed to accrue from day to day. The Directors
may also be paid travelling, hotel and other expenses properly incurred by them in attending
and returning from meetings of the Directors or any committee of the Directors or general
meetings of the Company or in connection with the business of the Company or the discharge
of their duties as a Director, or receive a fixed allowance in respect thereof as may
be determined by the Directors from time to time or a combination of partly of one such
method and partly the other. The Directors may provide benefits, whether by the payment
of gratuities or pensions or by insurance or otherwise, for any existing Director or
any Director who has held but no longer holds any executive office or employment with
the Company or with any body corporate which is or has been a subsidiary of the Company
or a predecessor in business of the Company or of any such subsidiary, and for any member
of his family (including a spouse and a former spouse) or any person who is or was dependent
on him, and may (as well before as after he ceases to hold such office or employment)
contribute to any fund and pay premiums for the purchase or provision of any such benefit.
|
|
23.4
|
The
shareholding qualification for Directors may be fixed by the Company in general meeting,
and unless and until so fixed no qualification shall be required.
|
|
23.5
|
A
Director or alternate Director may be or become a Director or other officer of, or otherwise
interested in, any company promoted by the Company or in which the Company may be interested
as shareholder or otherwise, and no such Director shall be accountable to the Company
for any remuneration or other benefits received by him as a Director or officer of, or
from his interest in, such other company unless the Company otherwise directs in general
meeting.
|
|
23.6
|
The
Directors may by resolution award special remuneration to any Director undertaking any
special work or services which in the opinion of the Directors are beyond his ordinary
routine work as a Director. Any fees paid to a Director who is also counsel or attorney-at-law
to the Company, or otherwise serves it in a professional capacity, shall be in addition
to his remuneration as a Director.
|
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
|
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|
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|
|
|
Assistant Registrar
|
|
23.7
|
A
Director or alternate Director may act by himself or his firm in a professional capacity
for the Company, and he or his firm shall be entitled to remuneration for professional
services as if he were not a Director or alternate Director; provided that nothing herein
obtained shall authorise a Director or alternate Director or his firm to act as Auditor
of the Company.
|
|
24
|
Alternate
Directors and Proxy Directors
|
|
24.1
|
A
Director may by writing appoint any person to be an alternate Director in his place.
Any appointment or removal of an alternate Director shall be by notice to the Company
signed by the Director making or revoking the appointment or in any other manner approved
by the Directors. The person so appointed shall be entitled to attend, speak and vote
at meetings of the Directors, and at all meetings of committees of Directors that his
appointor is a member of, when the Director appointing him is not personally present
and to sign any written resolution of the Directors and shall automatically vacate his
office on the expiration of the term for or the happening of the event until which he
is by the terms of his appointment to hold office or if the appointor in writing revokes
the appointment or himself ceases for any reason to hold office as a Director. An appointment
of an alternate Director under this Article shall not prejudice the right of the appointor
to attend and vote at meetings of the Directors and the powers of the alternate Director
shall automatically be suspended during such time as the Director appointing him is himself
present in person at a meeting of the Directors. An alternate Director shall be deemed
to be appointed by the Company and not deemed to be the agent of the Director appointing
him and shall alone be responsible for his own acts and defaults.
|
|
24.2
|
A
Director may be represented at any meetings of the Directors by a proxy appointed by
him in which event the presence or vote of the proxy shall for all purposes be deemed
to be that of the Director.
|
|
24.3
|
The
provisions of these Articles applicable to alternate Directors shall mutatis mutandis
apply to the appointment of proxies by Directors, save that any person appointed
as a proxy pursuant to the immediately preceding Article shall be the agent of the Director,
and not an officer of the Company.
|
|
25
|
Powers
and Duties of Directors
|
|
25.1
|
The
business of the Company shall be managed by the Directors (or a sole Director if only
one is appointed) who may exercise all the powers of the Company save where inconsistent
with the Act or these Articles PROVIDED HOWEVER that no regulations made by the Company
in general meeting shall invalidate any prior act of the Directors which would have been
valid if that regulation had not been made. The powers given by this Article shall not
be limited by any special power given to the Directors by the Articles and a meeting
of Directors at which a quorum is present may exercise all powers exercisable by the
Directors.
|
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|
|
EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
|
|
|
|
|
|
|
|
|
Assistant Registrar
|
|
25.2
|
Without
limitation, the Directors may exercise all the powers of the Company to borrow or raise
monies, and to mortgage or charge its undertaking, property and uncalled capital, or
any part thereof, and to issue debentures, debenture stock, and other securities whether
outright or as security for any debt liability or obligation of the Company or of any
third party.
|
|
25.3
|
All
cheques, promissory notes, drafts, bills of exchange or other negotiable instruments,
and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed
or otherwise executed, as the case may be, in such manner as the Directors shall from
time to time determine by resolution.
|
|
25.4
|
The
Directors shall cause minutes to be made in books provided for the purpose:
|
|
|
(a)
|
of
all appointments of officers made by the Directors;
|
|
|
(b)
|
of
the names of the Directors or their alternates present at each meeting of the Directors
and of any committee of the Directors;
|
|
|
(c)
|
of
all resolutions and proceedings at all meetings of the Company, and of the Directors,
and of committees of Directors.
|
|
25.5
|
The
Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement
to any Director who has held any other salaried office or place of profit with the Company
or to his widow or dependents and make contributions to any fund and pay premiums for
the purchase or provision of any such gratuity, pension or allowance.
|
|
26
|
Director
or Officer Contracting with Company
|
|
26.1
|
No
Director or officer shall be disqualified by his office from contracting and/or dealing
with the Company as vendor, purchaser or otherwise; nor shall any such contract or any
contract or arrangement entered into by or on behalf of the Company in which any Director
or officer shall be in any way interested be or be liable to be avoided; nor shall any
Director or officer so contracting or being so interested be liable to account to the
Company for any profit realised by any such contract or arrangement by reason of such
Director or officer holding that office or the fiduciary relationship thereby established;
provided that the nature of his interest must be disclosed by him at the meeting of the
Directors at which the contract or arrangement is considered if his interest then exists,
or in any other case, at the first meeting of the Directors after the acquisition of
his interest. A Director, having disclosed his interest as aforesaid, shall be counted
in the quorum and shall be entitled to vote as a Director in respect of any contract
or arrangement in which he is so interested as aforesaid.
|
|
26.2
|
A
general notice that a Director is a member of a specified firm or company and is to be
regarded as interested in all transactions with that firm or company shall be a sufficient
disclosure under the immediately preceding Article as regards such Director and the said
transactions and after such general notice it shall not be necessary for such Director
to give a special notice relating to any particular transaction with that firm or company.
An interest of which a Director has no knowledge and of which it is unreasonable to expect
him to have knowledge shall not be treated as an interest of his.
|
20
Auth Code: E57130512967
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|
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
|
|
|
|
|
|
|
|
|
Assistant Registrar
|
|
26.3
|
A
Director may hold any other office or place of profit under the Company (other than the
office of Auditor) in conjunction with his office of Director for such period and on
such terms (as to remuneration and otherwise) as the Directors may determine.
|
|
26.4
|
A
Director may act by himself or by, through or on behalf of his firm in a professional
capacity for the Company and he or his firm shall be entitled to remuneration for professional
services as if he were not a Director.
|
|
27
|
Appointment
and Removal of Directors
|
|
27.1
|
The
Directors shall have power at any time and from time to time to appoint any person to
be a Director, either to fill a casual vacancy or as an addition to the existing Directors
but so that the total number of Directors (exclusive of alternate Directors) shall not
at any time exceed the number fixed in accordance with these Articles.
|
|
27.2
|
The
holder or holders of more than half of the paid-up share capital of the Company (as to
Issue Price) giving the right to attend and vote at general meetings of the Company may
appoint any person to be a Director and may in like manner remove any Director and may
in like manner appoint another person in his stead.
|
|
27.3
|
The
Company may from time to time, by Ordinary Resolution, set, increase or reduce the maximum
number of Directors who may constitute the board of Directors.
|
|
27.4
|
The
office of Director shall be vacated if the Director:
|
|
|
(a)
|
is
prohibited by law from serving as Director;
|
|
|
(b)
|
becomes
bankrupt or makes any arrangement or composition with his creditors; or
|
|
|
(c)
|
dies
or is found to be or becomes of unsound mind; or
|
|
|
(d)
|
resigns
his office by notice in writing to the Company or otherwise pursuant to any agreement
between the Company and such Director; or
|
21
Auth Code: E57130512967
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|
|
|
|
EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
|
|
|
|
|
|
|
|
|
Assistant Registrar
|
|
|
(e)
|
is
removed from office by notice of the holder or holders of more than half of the paid-up
share capital of the Company (as to Issue Price) giving the right to attend and vote
at general meetings of the Company notwithstanding anything in the Articles or any agreement
between the Company and such Director;
|
|
|
(f)
|
is
requested by all the other Directors (numbering at least two) to resign; or
|
|
|
(g)
|
if
he absents himself (without being represented by proxy or an alternate Director appointed
by him) from three consecutive meetings of the board of Directors without special leave
of absence from the Directors, and they pass a resolution that he has by reason of such
absence vacated office.
|
|
28
|
Proceedings
of Directors
|
|
28.1
|
The
Directors may meet together for the dispatch of business, adjourn and otherwise regulate
their meetings as they think fit. Questions arising at any meeting shall be decided by
a majority of votes. In case of an equality of votes, the chairman shall have a second
or casting vote. A Director may, and the Secretary on the requisition of a Director shall,
at any time summon a meeting of the Directors. Every Director shall receive notice of
a board meeting. Notice of a board meeting is deemed to be duly given to a Director if
it is given to him personally or by word of mouth or by electronic communication to an
address given by him to the Company for that purpose or sent in writing to him at his
last known address or other address given by him to the Company for that purpose. A Director
or his alternate may waive the requirement that notice be given to the Director of a
meeting of the board of Directors or committee of the Directors, either prospectively
or retrospectively.
|
|
28.2
|
The
quorum necessary for the transaction of the business of the Directors may be fixed by
the Directors and unless so fixed shall be two, a Director and his appointed alternate
Director being considered only one person for this purpose, PROVIDED ALWAYS that if there
shall at any time be only a sole Director the quorum shall be one. One person may represent
more than one Director by alternate and for the purposes of determining whether or not
a quorum is present and voting each appointment of an alternate shall be counted.
|
|
28.3
|
The
continuing Directors or sole continuing Director may act notwithstanding any vacancy
in their body but, if and so long as their number is reduced below the number fixed by
or pursuant to the Articles as the necessary quorum of Directors, the continuing Directors
or Director may act for the purpose of increasing the number of Directors to that number,
or of summoning a general meeting of the Company, but for no other purpose.
|
|
28.4
|
The
Directors may elect a chairman of their meetings and determine the period for which he
is to hold office; but if no such chairman is elected, or if at any meeting the chairman
is not present within five minutes after the time appointed for holding the same, the
Directors present may choose one of their number to be chairman of the meeting.
|
22
Auth Code: E57130512967
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|
|
|
|
|
EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
|
|
|
|
|
|
|
|
|
Assistant Registrar
|
|
28.5
|
A
committee may elect a chairman of its meetings; if no such chairman is elected, or if
at any meeting the chairman is not present the members present may choose one of their
number to be chairman of the Meeting.
|
|
28.6
|
A
committee may meet and adjourn as it thinks proper. Questions arising at any meeting
shall be determined by a majority of votes of the members present, and in the case of
an equality of votes the chairman shall have a second or casting vote.
|
|
28.7
|
All
acts done by any meeting of the Directors or of a committee of the Directors (including
any person acting as an alternate Director) shall, notwithstanding that it is afterwards
discovered that there was some defect in the appointment of any Director or alternate
Director, and/or that they or any of them were disqualified, and/or had vacated their
office and/or were not entitled to vote, be as valid as if every such person had been
duly appointed and/or not disqualified to be a Director or alternate Director and/or
had not vacated their office and/or had been entitled to vote, as the case may be.
|
|
28.8
|
A
resolution in writing (in one or more counterparts), signed by all the Directors for
the time being or all the members of a committee of Directors (a person being an alternate
Director for one or more Directors being entitled to sign such resolution on behalf of
each appointor) shall be as valid and effectual as if it had been passed at a meeting
of the Directors or committee as the case may be duly convened and held.
|
|
28.9
|
Any
Director or Directors or any committee thereof may participate in any meeting of the
board of Directors or of such committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear each other
and participation in a meeting pursuant to this provision shall constitute presence in
person at such meeting. All business transacted in this way by the Directors or a committee
of Directors is for the purpose of the Articles deemed to be validly and effectively
transacted at a meeting of the Directors or of a committee of Directors although fewer
than two Directors or alternate Directors are physically present at the same place.
|
|
28.10
|
If
and for so long as there is a sole Director of the Company:
|
|
|
(a)
|
he
may exercise all powers conferred on the Directors by the Articles by any means permitted
by the Articles or the Act;
|
|
|
(b)
|
the
quorum for the transaction of business is one; and
|
23
Auth Code: E57130512967
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|
|
|
|
|
EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
|
|
|
|
|
|
|
|
|
Assistant Registrar
|
|
|
(c)
|
all
other provisions of the Articles apply with any necessary modification (unless the provision
expressly provides otherwise).
|
|
29.1
|
The
Directors may from time to time appoint one or more of their body to the office of managing
director for such period and on such terms as they think fit and, subject to the terms
of any agreement entered into in any particular case, may revoke such appointment. A
Director so appointed shall be subject to the same provisions as regards removal and
disqualification as the other Directors and his appointment shall be automatically determined
if he ceases for any cause to be a Director.
|
|
29.2
|
A
managing director shall receive such remuneration (whether by way of salary, commission
or participation in profits, or partly in one way and partly in another) as the Directors
may determine.
|
|
29.3
|
The
Directors may entrust to and confer upon a managing director any powers, authorities
and discretions exercisable by them upon such terms and conditions and with such restrictions
as they may think fit, and either collaterally with or to the exclusion of their own
powers and may from time to time revoke, alter, withdraw or vary all or any of such powers.
|
A
Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed
to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file
his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the Secretary immediately after the adjournment of the meeting. Such right to dissent
shall not apply to a Director who voted in favour of such action.
|
31.1
|
The
Directors may from time to time provide for the management of the affairs of the Company
in such manner as they think fit and the provisions contained in the three next following
Articles shall be without prejudice to the general powers conferred by this Article.
|
|
31.2
|
The
Directors from time to time and at any time may establish any committees, boards or agencies,
may appoint any persons to be members of such committees or boards, may appoint any managers
or agents, and may fix their remuneration. Any committee so formed shall in the exercise
of powers so delegated conform to any regulations that may be imposed on it by the Directors.
|
|
31.3
|
The
Directors from time to time and at any time may delegate to any such committee, board,
manager or agent any of the powers, authorities and discretions for the time being vested
in the Directors and may authorise the members for the time being of any such board,
or any of them, to fill up any vacancy therein, and to act notwithstanding vacancies,
and any such appointment or delegation may be made on such terms and subject to such
conditions as the Directors may think fit, and the Directors may at any time remove any
person so appointed, and may annul or vary any such delegation, but no person dealing
in good faith and without notice of any such annulment or variation shall be affected
thereby. Where a provision of the Articles refers to the exercise of a power, authority
or discretion by the Directors and that power, authority or discretion has been delegated
by the Directors to a committee, the provision shall be construed as permitting the exercise
of the power, authority or discretion by the committee.
|
24
Auth Code: E57130512967
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|
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
|
|
|
|
|
|
|
|
|
Assistant Registrar
|
|
31.4
|
The
Directors may from time to time and at any time by power of attorney appoint any company,
firm or person or body of persons, whether nominated directly or indirectly by the Directors,
to be the attorney or attorneys of the Company for such purposes and with such powers,
authorities and discretions (not exceeding those vested in or exercisable by the Directors
under the Articles) and for such period and subject to such conditions as they may think
fit, and any such powers of attorney may contain such provisions for the protection and
convenience of persons dealing with any such attorney as the Directors may think fit
and may also authorise any such attorney to delegate all or any of the powers, authorities
and discretions vested in him.
|
|
31.5
|
Any
such delegates as aforesaid may be authorised by the Directors to sub-delegate all or
any of the powers, authorities and discretions for the time being vested in them.
|
|
32.1
|
Officers
of the Company may be elected by the Company in general meeting or appointed by the Directors
and may consist of a president, one or more vice presidents, a Secretary, one or more
assistant secretaries, a treasurer, one or more assistant treasurers and such other officers
as the Company in general meeting or the Directors may from time to time think necessary
and all such officers shall perform such duties as may be prescribed by the Company in
general meeting or the Directors. They shall hold office until their successors are elected
or appointed but any officer may be removed at any time by the Company in general meeting
or by the Directors. If any office becomes vacant the Company in general meeting or the
Directors may fill the same. Any person may hold more than one of these offices and no
officer need be a member or Director.
|
|
33.1
|
The
Company may, if the Directors so determine, have a Seal. The Directors shall provide
for the safe custody of the Seal which shall only be used with the authority of the Directors
or a committee of the Directors authorised in that regard. Every instrument to which
the Seal shall be affixed shall be signed by a Director or other person authorised by
the Directors for that purpose. Notwithstanding the provisions hereof, a Director, Secretary
or other officer may affix the Seal to returns, lists, notices, certificates or any other
documents required to be authenticated by him under Seal or to be filed with the Registrar
of Companies in the Cayman Islands or elsewhere under his signature alone.
|
25
Auth Code: E57130512967
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|
|
|
|
EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
|
|
|
|
|
|
|
|
|
Assistant Registrar
|
|
33.2
|
The
Company may exercise the powers conferred by the Act with regard to having a duplicate
seal for use abroad and such powers shall be vested in the Directors.
|
|
34.1
|
Subject
to the Act and these Articles, the Directors may from time to time declare dividends
(including interim dividends) and distributions on issued shares of the Company and authorise
payment of the same out of funds of the Company lawfully available therefor.
|
|
34.2
|
No
dividend or distribution shall be paid except out of the profits of the Company, realised
or unrealised, or out of the share premium account or as otherwise permitted by the Act.
|
|
34.3
|
The
Directors may, before declaring any dividends or distributions, set aside such sums as
they think proper as a reserve or reserves which shall at the discretion of the Directors
be applicable for any purpose of the Company and pending such application may, at the
like discretion, be employed in the business of the Company.
|
|
34.4
|
Subject
to the rights of persons, if any, entitled to shares with special rights as to dividends
or distributions, if dividends or distributions are to be declared on a class of shares
they shall be declared and paid according to the amounts paid or credited as paid on
the shares of such class issued on the record date for such dividend or distribution
but no amount paid or credited as paid on a share in advance of calls shall be treated
for the purposes of this Article as paid on the share. If at any time the share capital
is divided into different classes of shares the Directors may pay dividends on shares
which confer deferred or non-preferred rights with regard to dividends as well as on
shares which confer preferential rights with regard to dividends, but no dividend shall
be paid on shares carrying deferred or non-preferred rights if, at the time of payment,
any preferential dividend is in arrears. The Directors may also pay at intervals settled
by them any dividend payable at a fixed rate if it appears that there are sufficient
funds of the Company lawfully available for distribution to justify the payment. Provided
the Directors act in good faith they shall not incur any liability to the holders of
shares conferring preferred rights for any loss they may suffer by the lawful payment
of a dividend on any shares having deferred or non-preferred rights.
|
|
34.5
|
The
Directors may deduct from any dividend or distribution payable to any member all sums
of money (if any) presently payable by him to the Company on account of calls or otherwise.
|
26
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
|
|
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|
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|
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|
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Assistant Registrar
|
|
34.6
|
The
Directors may declare that any dividend or distribution be paid wholly or partly by the
distribution of specific assets and in particular of paid-up shares (as to issue price),
debentures or debenture stock of any other company or in any one or more of such ways
and where any difficulty arises in regard to such distribution, the Directors may settle
the same as they think expedient and in particular may issue fractional certificates
and fix the value for distribution of such specific assets or any part thereof and may
determine that cash payments shall be made to any members upon the footing of the value
so fixed in order to adjust the rights of all members and may vest any such specific
assets in trustees as may seem expedient to the Directors.
|
|
34.7
|
Any
dividend, distribution, interest or other monies payable in cash in respect of shares
may be paid by cheque or warrant sent through the post directed to the registered address
of the holder, or, in the case of joint holders, to the holder who is first named on
the Register or to such person and to such address as such holder or joint holders may
in writing direct. Every such cheque or warrant shall be made payable to the order of
the person to whom it is sent. Any one of two or more joint holders may give effectual
receipts for any dividends, distributions, bonuses or other monies payable in respect
of the shares held by them as joint holders.
|
|
34.8
|
No
dividend or distribution shall bear interest against the Company, save as otherwise provided.
|
|
34.9
|
Except
as otherwise provided by the rights attached to any shares, dividends and other distributions
may be paid in any currency. The Directors may determine the basis of conversion for
any currency conversions that may be required and how any costs involved are to be met.
|
|
34.10
|
The
Directors may, before resolving to pay any dividend or other distribution, set aside
such sums as they think proper as a reserve or reserves which shall, at the discretion
of the Directors, be applicable for any purpose of the Company and pending such application
may, at the discretion of the Directors, be employed in the business of the Company.
|
|
34.11
|
Any
dividend or distribution which cannot be paid to a member and/or which remains unclaimed
after six months from the date on which such dividend or distribution becomes payable
may, in the discretion of the Directors, be paid into a separate account in the Company's
name, provided that the Company shall not be constituted as a trustee in respect of that
account and the dividend or distribution shall remain as a debt due to the Member. Any
dividend or distribution which remains unclaimed after a period of six years from the
date on which such dividend or distribution becomes payable shall be forfeited and shall
revert to the Company.
|
|
35.1
|
The
Directors shall cause proper books of account to be kept with respect to:
|
|
|
(a)
|
all
sums of money received and expended by the Company and the matters in respect of which
the receipt and expenditure takes place;
|
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
|
|
|
|
|
|
|
|
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Assistant Registrar
|
|
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(b)
|
all
sales and purchases of goods by the Company; and
|
|
|
(c)
|
the
assets and liabilities of the Company.
|
|
35.2
|
Proper
books shall not be deemed to be kept if there are not kept such books of account as are
necessary to give a true and fair view of the state of the Company’s affairs and
to explain its transactions.
|
|
35.3
|
The
books of account shall be kept at such place or places as the Directors think fit, and
shall always be open to the inspection of the Directors. The books of accounts shall
be retained for five (5) years from the date of their preparation, or such other period
as specified by the Act.
|
|
35.4
|
The
Directors shall from time to time determine whether and to what extent and at what times
and places and under what conditions or regulations the accounts and books of the Company
or any of them shall be open to the inspection of members not being Directors and no
member (not being a Director) shall have any right of inspecting any account or book
or document of the Company except as conferred by Act or authorised by the Directors
or by the Company in general meeting.
|
|
35.5
|
The
Directors shall from time to time cause to be prepared and to be laid before the Company
in general meeting profit and loss accounts, balance sheets, group accounts (if any)
and such other reports and accounts as may be required by Law.
|
|
36.1
|
The
Directors may appoint an Auditor or Auditors on such terms as the Directors determine
who shall hold office until otherwise resolved.
|
|
36.2
|
Every
Auditor shall have the right of access at all times to the books and accounts and vouchers
of the Company and shall be entitled to require from the Directors and officers of the
Company such information and explanation as may be necessary for the performance of the
duties of the auditors.
|
|
36.3
|
Auditors
shall at any time during their term of office, upon request of the Directors or any general
meeting of the members, make a report on the accounts of the Company in general meeting
during their tenure of office.
|
The
fiscal year of the Company shall end on the 31st day of December in each year unless the Directors prescribe some other period
therefor.
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|
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
|
|
|
|
|
|
|
|
|
Assistant Registrar
|
|
38
|
Capitalisation
of Profit and Share Premium
|
|
38.1
|
The
Directors or the Company in general meeting, by Ordinary Resolution upon the recommendation
of the Directors, may resolve that it is desirable to capitalise any part of the amount
for the time being standing to the credit of any of the Company’s reserve accounts
(including, without limitation, the share premium account and capital redemption reserve
fund) or to the credit of the profit and loss account or otherwise available for distribution,
and accordingly that such sum be set free from distribution amongst the members who would
have been entitled thereto if distributed by way of dividend and in the same proportions
on condition that the same be not paid in cash but be applied in or towards paying up
any amounts for the time being unpaid on any shares held by such members respectively
or paying up in full unissued shares or debentures of the Company to be allotted and
distributed credited as fully paid-up (as to Issue Price) to and amongst such members
in the proportions aforesaid, or partly in the one way and partly in the other, and the
Directors shall give effect to such resolution. Provided that a share premium account
and a capital redemption reserve fund may, for the purpose of this Article, only be applied
in the paying up of unissued shares to be issued to members of the Company as fully paid
bonus shares.
|
|
38.2
|
Whenever
such a resolution as aforesaid shall have been passed, the Directors shall make all appropriations
and applications of the undivided profits resolved to be capitalised thereby, and all
allotments and issues of fully paid shares or debentures, if any, and generally shall
do all acts and things required to give effect thereto, with full power to the Directors
to make such provision by the issue of fractional certificates or by payment in cash
or otherwise as they think fit for the class of shares or debentures becoming distributable
in fractions, and also to authorise any person to enter into, on behalf of all the members
entitled thereto, an agreement with the Company providing for the allotment to them respectively,
credited as fully paid-up (as to Issue Price), of any further shares or debentures to
which they may be entitled upon such capitalisation, or (as the case may require) for
the payment up by the Company on their behalf, by the application thereto of their respective
proportions of the profits resolved to be capitalised of the amounts or any part of the
amounts remaining unpaid on their existing shares, and any agreement made under such
authority shall be effective and binding on all such members.
|
|
38.3
|
The
Directors shall in accordance with the Act establish a share premium account and shall
carry to the credit of such account from time to time a sum equal to the amount or value
of the premium paid on the issue of any share and may treat any contributed capital or
capital surplus as if it were credited to such account. There shall be debited to any
share premium account:
|
|
|
(a)
|
on
the redemption or purchase of a share the difference between the nominal value of such
share and the redemption or purchase price provided always that at the discretion of
the Directors such sum may be paid out of the profits of the Company or, if permitted
by the Act, out of capital; and
|
|
|
(b)
|
any
other amounts paid out of any share premium account as permitted by the Act.
|
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|
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
|
|
|
|
|
|
|
|
|
Assistant Registrar
|
|
39.1
|
A
notice may be given by the Company to any member either personally or by sending it by
courier, post, cable, telex, telefax or e-mail to him or to his registered address, or
(if he has no registered address) to the address, if any, within or without the Cayman
Islands supplied by him to the Company for the giving of notice to him.
|
|
39.2
|
Where
a notice is sent by courier, service of the notice shall be deemed to be effected by
delivery of the notice to a courier company, and shall be deemed to have been received
on the third day (not including Saturdays or Sundays or public holidays) following the
day on which the notice was delivered to the courier. Where a notice is sent by post,
service of the notice shall be deemed to be effected by properly addressing, pre-paying
and posting a letter containing the notice, and to have been effected in the case of
a notice of a meeting at the expiration of fourteen days after the letter containing
the same is posted, and in any other case at the time at which the letter would be delivered
in the ordinary course of post. Any letter sent to an address outside the Cayman Islands
shall be sent by courier or airmail.
|
|
39.3
|
Where
a notice is sent by cable, telex, telefax or e-mail, service of the notice shall be deemed
to be effected by properly addressing and sending such notice and to have been effected
on the day received or, if such day is not a working day, on the next working day.
|
|
39.4
|
A
notice may be given by the Company to the person or persons where the Company has been
advised are entitled to a share in consequence of the death or bankruptcy of a member
by sending it through the post in prepaid letter addressed to them by name, or by the
title of representatives of the deceased or trustee of the bankrupt, or by any like description,
at the address, if any, within or without the Cayman Islands supplied for that purpose
by the persons claiming to be so entitled, or (until such an address has been supplied)
by giving the notice in any manner in which the same might have been given if the death
or bankruptcy had not occurred.
|
|
39.5
|
A
notice shall be sufficiently given by the Company to the joint holders of record of a
share by giving the notice to the joint holder first named on the Register in respect
of the share.
|
|
39.6
|
Notice
of every general meeting shall be given in any manner hereinbefore authorised to:
|
|
|
(a)
|
every
person shown as a member in the Register subject, in each case, to the immediately preceding
Article; and
|
|
|
(b)
|
every
person upon whom the ownership of a share devolves by reason of his being a legal personal
representative or a trustee in bankruptcy of a member where the member but for his death
or bankruptcy would be entitled to receive notice of the meeting.
|
30
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|
|
|
|
EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
|
|
|
|
|
|
|
|
|
Assistant Registrar
|
|
39.7
|
No
other person shall be entitled to receive notices of general meetings.
|
|
39.8
|
A
member who is present, either in person or by proxy, at any meeting of the Company or
of the holders of any class of shares in the Company shall be deemed to have received
notice of the meeting, and, where requisite, of the purpose for which it was called.
|
|
39.9
|
Every
person who becomes entitled to any share shall be bound by any notice in respect of that
share which, before his name is entered in the Register, has been given to the person
from whom he derives his title.
|
|
39.10
|
Subject
to the rights attached to shares, the Directors may fix any date as the record date for
a dividend, allotment or issue. The record date may be on or at any time before or after
a date on which the dividend, allotment or issue is declared, made or paid.
|
|
40.1
|
If
the Company is, or is likely to become, unable to pay its debts, the Directors shall
have power to present a winding up petition in the name of the Company and/or to apply
for the appointment of provisional liquidators in respect of the Company.
|
|
40.2
|
If
the Company shall be wound up, the liquidator may, with the sanction of an Ordinary Resolution
of the Company and any other sanction required by law, divide amongst the members in
specie or kind the whole or any part of the assets of the Company (whether they shall
consist of property of the same kind or not) and may, for such purpose, set such value
as he deems fair upon any property to be divided as aforesaid and may determine how such
division shall be carried out as between the members or different classes of members.
The liquidator may, with the like sanction, vest the whole or any part of such assets
in trustees upon such trusts for the benefit of the members as the liquidator, with the
like sanction, shall think fit, but so that no member shall be compelled to accept any
shares or other securities whereon there is any liability.
|
|
40.3
|
If
the Company shall be wound up and the assets available for distribution amongst the members
as such shall be insufficient to repay the whole of the paid-up capital, such assets
shall be distributed so that, as nearly as may be, the losses shall be borne by the members
in proportion to the capital paid up, or which ought to have been paid up, at the commencement
of the winding up on the shares held by them respectively. And if in a winding up the
assets available for distribution amongst the members shall be more than sufficient to
repay the whole of the capital at the commencement of the winding up, the excess shall
be distributed amongst the members in proportion to the capital at the commencement of
the winding up paid up on the shares held by them respectively. But this Article is to
be without prejudice to the rights of the holders of shares issued upon special terms
and conditions.
|
31
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|
|
|
|
|
EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
|
|
|
|
|
|
|
|
|
Assistant Registrar
|
|
41.1
|
Every
Director, Secretary, or other officer of the Company (including alternate directors,
proxy directors and former directors and officers), any trustee for the time being acting
in relation to the Company (including any nominee shareholder holding shares in the Company)
and their heirs and personal representatives (each an “Indemnified Person”)
shall be entitled to be indemnified out of the assets of the Company against all actions,
proceedings, costs, damages, expenses, claims, losses or liabilities which they or any
of them may sustain or incur by reason of any act done or omitted in or about the execution
of the duties of their respective offices or trusts or otherwise in relation thereto,
including any liability incurred by him in defending any proceedings, whether civil or
criminal, in which judgement is given in his favour or in which he is acquitted except
to the extent that any of the foregoing arise through his dishonesty.
|
|
41.2
|
No
Indemnified Person shall be liable (a) for any loss, damage or misfortune whatsoever
which may happen to or be incurred by the Company in the execution of the duties, powers,
authorities or discretions of his office or in relation thereto, (b) for the acts, receipts,
neglects, defaults or omissions of any other such Director or person or (c) by reason
of his having joined in any receipt for money not received by him personally or (d) for
any loss on account of defect of title to any property of the Company or (e) on account
of the insufficiency of any security in or upon which any money of the Company shall
be invested or (f) for any loss incurred through any bank, broker or other agent or (g)
for any loss occasioned by any negligence, default, breach of duty, breach of trust,
error of judgement or oversight on his part or (h) for any other loss or damage due to
any such cause as aforesaid except to the extent that any of the foregoing arise through
his dishonesty.
|
|
41.3
|
The
Company shall advance to each Indemnified Person reasonable attorneys' fees and other
costs and expenses incurred in connection with the defence of any action, suit, proceeding
or investigation involving such Indemnified Person for which indemnity will or could
be sought. In connection with any advance of any expenses hereunder, the Indemnified
Person shall execute an undertaking to repay the advanced amount to the Company if it
shall be determined by final judgment or other final adjudication that such Indemnified
Person was not entitled to indemnification pursuant to this Article. If it shall be determined
by a final judgment or other final adjudication that such Indemnified Person was not
entitled to indemnification with respect to such judgment, costs or expenses, then such
party shall not be indemnified with respect to such judgment, costs or expenses and any
advancement shall be returned to the Company (without interest) by the Indemnified Person.
|
|
41.4
|
The
Directors, on behalf of the Company, may purchase and maintain insurance for the benefit
of any Director or other officer of the Company against any liability which, by virtue
of any rule of law, would otherwise attach to such person in respect of any negligence,
default, breach of duty or breach of trust of which such person may be guilty in relation
to the Company.
|
32
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|
|
|
|
|
EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
|
|
|
|
|
|
|
|
|
Assistant Registrar
|
|
42
|
Registration
by Way of Continuation
|
|
42.1
|
The
Company, if registered as an exempted company under the Act, may by Special Resolution
resolve to be registered by way of continuation in a jurisdiction outside the Cayman
Islands which permits or does not prohibit the transfer of the Company to such jurisdiction.
|
|
42.2
|
In
furtherance of a resolution passed pursuant to the immediately preceding Article, the
Directors shall cause an application to be made to the Registrar of Companies to de-register
the Company in the Cayman Islands or such other jurisdiction in which it is for the time
being incorporated, registered or existing and may cause all further steps as they consider
appropriate to be taken to effect the transfer by way of continuation of the Company.
|
The
Directors and the officers including any secretary or assistant secretary and/or any its service providers (including the registered
office provider for the Company), shall be entitled to disclose to any regulatory or judicial authority, or to any stock exchange
on which the shares may from time to time be listed, any information regarding the affairs of the Company including, without limitation,
any information contained in the Register and books of the Company.
|
44
|
Merger
and Consolidation
|
The
Company shall, with the approval of a Special Resolution, have the power to merge or consolidate with one or more constituent companies
(as defined in the Act), upon such terms as the Directors may determine.
34
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|
|
|
|
EXEMPTED Company Registered and
filed as No. 371712 On 12-Feb-2021
|
|
|
|
|
|
Assistant Registrar
|
|
|
|
Name and Address of Subscriber
|
|
|
Campbells Nominees Limited
Floor 4, Willow House
Cricket Square
Grand Cayman KY1-9010
Cayman Islands
|
/s/
Jennifer Reilly
|
|
|
Jennifer Reilly
|
|
|
Authorised Signatory
|
|
|
|
|
|
|
|
|
/s/ Tenecia
Ebanks
|
|
|
Tenecia Ebanks
|
|
|
Witness
|
|
Date: 12 February 2021
35
Auth Code: E57130512967
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|
|
|
|
|
EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
|
|
|
|
|
|
|
|
|
Assistant Registrar
|
Table
of Contents
|
Article
|
Page
|
|
1
|
Preliminary
|
1
|
|
2
|
Commencement
of Business
|
4
|
|
3
|
Alteration
of Articles
|
4
|
|
4
|
Issue
of Shares, Principal and Branch Registers and Offices
|
4
|
|
5
|
Treasury
Shares
|
5
|
|
6
|
Redemption,
Purchase and Surrender of Own Shares
|
5
|
|
7
|
Variation
of Rights of Shares
|
6
|
|
8
|
Commission
on Sale of Shares
|
7
|
|
9
|
Non-Recognition
of Trusts
|
7
|
|
10
|
Certificates
for Shares
|
7
|
|
11
|
Joint
Ownership of Shares
|
7
|
|
12
|
Lien
|
8
|
|
13
|
Calls
on Shares
|
8
|
|
14
|
Transfer
of Shares
|
9
|
|
15
|
Transmission
of Shares
|
10
|
|
16
|
Forfeiture
of Shares
|
11
|
|
17
|
Amendment
of Memorandum of Association and Alteration of Capital
|
12
|
|
18
|
General
Meetings
|
13
|
|
19
|
Proceedings
at General Meetings
|
14
|
|
20
|
Votes
of Members
|
16
|
|
21
|
Proxies
|
17
|
|
22
|
Corporations
Acting by Representatives at Meetings
|
17
|
|
23
|
Directors
|
18
|
|
24
|
Alternate
Directors and Proxy Directors
|
19
|
|
25
|
Powers
and Duties of Directors
|
19
|
|
26
|
Director
of Officer Contracting with Company
|
20
|
|
27
|
Appointment
and Removal of Directors
|
21
|
|
28
|
Proceedings
of Directors
|
22
|
|
29
|
Managing
Director
|
24
|
Auth Code: E57130512967
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|
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EXEMPTED
Company Registered and
filed
as No. 371712 On 12-Feb-2021
|
|
|
|
|
|
|
|
|
Assistant Registrar
|
|
30
|
Presumption
of Assent
|
24
|
|
31
|
Management
|
24
|
|
32
|
Officers
|
25
|
|
33
|
The
Seal
|
25
|
|
34
|
Dividends
and Reserve
|
26
|
|
35
|
Accounts
|
27
|
|
36
|
Audit
|
28
|
|
37
|
Fiscal
Year
|
28
|
|
38
|
Capitalisation
of Profit and Share Premium
|
29
|
|
39
|
Notices
|
30
|
|
40
|
Winding
Up
|
31
|
|
41
|
Indemnity
|
32
|
|
42
|
Registration
by Way of Continuation
|
33
|
|
43
|
Disclosure
|
33
|
|
44
|
Merger
and Consolidation
|
33
|
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Auth Code: E57130512967
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Exhibit 3.2
COMPANIES
ACT (AS REVISED)
COMPANY
LIMITED BY SHARES
AMENDED
AND RESTATED
ARTICLES OF ASSOCIATION
OF
G SQUARED ASCEND II INC.
ADOPTED
BY SPECIAL RESOLUTION EFFECTIVE ON MAY 28, 2021
COMPANIES
ACT (AS REVISED)
COMPANY
LIMITED BY SHARES
AMENDED
AND RESTATED
MEMORANDUM
OF ASSOCIATION
OF
G SQUARED ASCEND II INC.
ADOPTED
BY SPECIAL RESOLUTION ON MAY 28, 2021
1 The name of the Company
is G Squared Ascend II Inc.
2 The Company’s registered
office will be situated at the office of Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, Grand Cayman KY1-9010,
Cayman Islands, , or at such other place in the Cayman Islands as the directors may at any time decide.
3 The Company’s objects
are unrestricted. As provided by section 7(4) of the Companies Act (as revised), the Company has full power and authority to carry
out any object not prohibited by any law of the Cayman Islands.
4 The Company has unrestricted
corporate capacity. Without limitation to the foregoing, as provided by section 27 (2) of the Companies Act (as revised), the Company
has and is capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit.
5 Nothing in any of the preceding
paragraphs permits the Company to carry on any of the following businesses without being duly licensed, namely:
(a) the business
of a bank or trust company without being licensed in that behalf under the Banks and Trust Companies Act (as revised); or
(b) insurance
business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed in
that behalf under the Insurance Act (as revised); or
(c) the business
of company management without being licensed in that behalf under the Companies Management Act (as revised).
6 The Company will not trade
in the Cayman Islands with any person, firm or corporation except in furtherance of its business carried on outside the Cayman Islands.
Despite this, the Company may effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands any of its powers
necessary for the carrying on of its business outside the Cayman Islands.
7 The Company is a company
limited by shares and accordingly the liability of each member is limited to the amount (if any) unpaid on that member’s shares.
8 The authorised share capital
of the Company is US$50,000.00 divided into 479,000,000 Class A Ordinary Shares of US$0.0001 each, 20,000,000 Class B Ordinary
Shares of US$0.0001 and 1,000,000 Preference Shares of US$0.0001 each. There is no limit on the number of shares of any class which the
Company is authorised to issue. However, subject to the Companies Act (as revised) and the Company’s articles of association, the
Company has power to do any one or more of the following:
(a) to redeem
or repurchase any of its shares; and
(b) to increase
or reduce its capital; and
(c) to issue any
part of its capital (whether original, redeemed, increased or reduced):
(i) with or without
any preferential, deferred, qualified or special rights, privileges or conditions; or
(ii) subject to
any limitations or restrictions and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared
to be ordinary, preference or otherwise) is subject to this power; or
(d) to alter any
of those rights, privileges, conditions, limitations or restrictions.
9 The Company has power to
register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and
to be deregistered in the Cayman Islands.
COMPANIES
ACT (AS REVISED)
COMPANY
LIMITED BY SHARES
AMENDED
AND RESTATED
ARTICLES
OF ASSOCIATION
OF
G SQUARED ASCEND II INC.
ADOPTED
BY SPECIAL RESOLUTION ON MAY 28, 2021
CONTENTS
|
1.
|
Definitions, interpretation and exclusion of Table A
|
1
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Definitions
|
1
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Interpretation
|
4
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Exclusion of Table A Articles
|
5
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2.
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Commencement of Business
|
5
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3.
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Shares
|
5
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Power to issue Shares and options, with or without special rights
|
5
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Power to issue fractions of a Share
|
6
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Power to pay commissions and brokerage fees
|
6
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Trusts not recognised
|
6
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Power to vary class rights
|
6
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Effect of new Share issue on existing class rights
|
6
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No bearer Shares or warrants
|
7
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Treasury Shares
|
7
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Rights attaching to Treasury Shares and related matters
|
7
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4.
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Register of Members
|
8
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5.
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Share certificates
|
8
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Issue of share certificates
|
8
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Renewal of lost or damaged share certificates
|
8
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6.
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Lien on Shares
|
9
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Nature and scope of lien
|
9
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Company may sell Shares to satisfy lien
|
9
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Authority to execute instrument of transfer
|
9
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Consequences of sale of Shares to satisfy lien
|
9
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Application of proceeds of sale
|
9
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7.
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Calls on Shares and forfeiture
|
10
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Power to make calls and effect of calls
|
10
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Time when call made
|
10
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Liability of joint holders
|
10
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Interest on unpaid calls
|
10
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Deemed calls
|
10
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Power to accept early payment
|
11
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Power to make different arrangements at time of issue of Shares
|
11
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Notice of default
|
11
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Forfeiture or surrender of Shares
|
11
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Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender
|
11
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Effect of forfeiture or surrender on former Member
|
11
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Evidence of forfeiture or surrender
|
12
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Sale of forfeited or surrendered Shares
|
12
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8.
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Transfer of Shares
|
12
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Form of transfer
|
12
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Power to refuse registration
|
12
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Power to suspend registration
|
13
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Company may retain instrument of transfer
|
13
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9.
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Transmission of Shares
|
13
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Persons entitled on death of a Member
|
13
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Registration of transfer of a Share following death or bankruptcy
|
13
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Indemnity
|
13
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Rights of person entitled to a Share following death or bankruptcy
|
14
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10.
|
Alteration of capital
|
14
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Increasing, consolidating, converting, dividing and cancelling share capital
|
14
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Dealing with fractions resulting from consolidation of Shares
|
14
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Reducing share capital
|
14
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11.
|
Redemption and purchase of own Shares
|
15
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Power to issue redeemable Shares and to purchase own Shares
|
15
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Power to pay for redemption or purchase in cash or in specie
|
15
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Effect of redemption or purchase of a Share
|
15
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12.
|
Class B Share Conversion
|
16
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|
13
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Meetings of Members
|
17
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Power to call meetings
|
17
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Content of notice
|
18
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Period of notice
|
18
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Persons entitled to receive notice
|
18
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Publication of notice on a website
|
18
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Time a website notice is deemed to be given
|
19
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Required duration of publication on a website
|
19
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Accidental omission to give notice or non-receipt of notice
|
19
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14.
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Proceedings at meetings of Members
|
19
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Quorum
|
19
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Lack of quorum
|
19
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Use of technology
|
20
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Chairman
|
20
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Right of a director to attend and speak
|
20
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Adjournment
|
20
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Method of voting
|
20
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Taking of a poll
|
20
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Chairman’s casting vote
|
21
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Amendments to resolutions
|
21
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Written resolutions
|
21
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Sole-member company
|
22
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15.
|
Voting rights of Members
|
22
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Right to vote
|
22
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Rights of joint holders
|
22
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Representation of corporate Members
|
22
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Member with mental disorder
|
23
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Objections to admissibility of votes
|
23
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Form of proxy
|
23
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How and when proxy is to be delivered
|
24
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Voting by proxy
|
24
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16.
|
Number of directors
|
24
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17.
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Appointment, disqualification and removal of directors
|
24
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No age limit
|
24
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|
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Corporate directors
|
25
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|
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No shareholding qualification
|
25
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Appointment and removal of directors
|
25
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Resignation of directors
|
26
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Termination of the office of director
|
26
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18.
|
Alternate directors
|
27
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Appointment and removal
|
27
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Notices
|
27
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Rights of alternate director
|
27
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|
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Appointment ceases when the appointor ceases to be a director
|
28
|
|
|
Status of alternate director
|
28
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|
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Status of the director making the appointment
|
28
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|
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|
19.
|
Powers of directors
|
28
|
|
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|
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Powers of directors
|
28
|
|
|
|
|
|
|
Appointments to office
|
28
|
|
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|
|
|
Remuneration
|
29
|
|
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|
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Disclosure of information
|
29
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|
|
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|
20.
|
Delegation of powers
|
30
|
|
|
|
|
|
|
Power to delegate any of the directors’ powers to a committee
|
30
|
|
|
|
|
|
|
Power to appoint an agent of the Company
|
30
|
|
|
|
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|
|
Power to appoint an attorney or authorised signatory of the Company
|
31
|
|
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|
|
Power to appoint a proxy
|
31
|
|
|
|
|
|
21.
|
Meetings of directors
|
31
|
|
|
|
|
|
|
Regulation of directors’ meetings
|
31
|
|
|
|
|
|
|
Calling meetings
|
31
|
|
|
|
|
|
|
Notice of meetings
|
31
|
|
|
|
|
|
|
Period of notice
|
31
|
|
|
|
|
|
|
Use of technology
|
31
|
|
|
|
|
|
|
Place of meetings
|
32
|
|
|
|
|
|
|
Quorum
|
32
|
|
|
|
|
|
|
Voting
|
32
|
|
|
|
|
|
|
Validity
|
32
|
|
|
|
|
|
|
Recording of dissent
|
32
|
|
|
|
|
|
|
Written resolutions
|
32
|
|
|
|
|
|
|
Sole director’s minute
|
32
|
|
|
|
|
|
22.
|
Permissible directors’ interests and disclosure
|
33
|
|
|
|
|
|
|
Permissible interests subject to disclosure
|
33
|
|
|
|
|
|
|
Notification of interests
|
33
|
|
|
Voting where a director is interested in a matter
|
33
|
|
|
|
|
|
23.
|
Minutes
|
33
|
|
|
|
|
|
24.
|
Accounts and audit
|
34
|
|
|
|
|
|
|
No automatic right of inspection
|
34
|
|
|
|
|
|
|
Sending of accounts and reports
|
34
|
|
|
|
|
|
|
Validity despite accidental error in publication on website
|
34
|
|
|
|
|
|
|
Audit
|
35
|
|
|
|
|
|
25.
|
Financial year
|
35
|
|
|
|
|
|
26.
|
Record dates
|
35
|
|
|
|
|
|
27.
|
Dividends
|
36
|
|
|
|
|
|
|
Declaration of dividends by Members
|
36
|
|
|
|
|
|
|
Payment of interim dividends and declaration of final dividends by directors
|
36
|
|
|
|
|
|
|
Apportionment of dividends
|
36
|
|
|
|
|
|
|
Right of set off
|
37
|
|
|
|
|
|
|
Power to pay other than in cash
|
37
|
|
|
|
|
|
|
How payments may be made
|
37
|
|
|
|
|
|
|
Dividends or other moneys not to bear interest in absence of special rights
|
37
|
|
|
|
|
|
|
Dividends unable to be paid or unclaimed
|
38
|
|
|
|
|
|
28.
|
Capitalisation of profits
|
38
|
|
|
|
|
|
|
Capitalisation of profits or of any share premium account or capital redemption reserve
|
38
|
|
|
|
|
|
|
Applying an amount for the benefit of members
|
38
|
|
|
|
|
|
29.
|
Share premium account
|
38
|
|
|
|
|
|
|
directors to maintain share premium account
|
38
|
|
|
|
|
|
|
Debits to share premium account
|
38
|
|
|
|
|
|
30.
|
Seal
|
39
|
|
|
|
|
|
|
Company seal
|
39
|
|
|
|
|
|
|
Duplicate seal
|
39
|
|
|
|
|
|
|
When and how seal is to be used
|
39
|
|
|
If no seal is adopted or used
|
39
|
|
|
|
|
|
|
Power to allow non-manual signatures and facsimile printing of seal
|
39
|
|
|
|
|
|
|
Validity of execution
|
39
|
|
|
|
|
|
31.
|
Indemnity
|
40
|
|
|
|
|
|
|
Indemnity
|
40
|
|
|
|
|
|
|
Release
|
40
|
|
|
|
|
|
|
Insurance
|
40
|
|
|
|
|
|
32.
|
Notices
|
41
|
|
|
|
|
|
|
Form of notices
|
41
|
|
|
|
|
|
|
Electronic communications
|
41
|
|
|
|
|
|
|
Persons authorised to give notices
|
41
|
|
|
|
|
|
|
Delivery of written notices
|
41
|
|
|
|
|
|
|
Joint holders
|
41
|
|
|
|
|
|
|
Signatures
|
41
|
|
|
|
|
|
|
Evidence of transmission
|
42
|
|
|
|
|
|
|
Giving notice to a deceased or bankrupt Member
|
42
|
|
|
|
|
|
|
Date of giving notices
|
42
|
|
|
|
|
|
|
Saving provision
|
42
|
|
|
|
|
|
33.
|
Authentication of Electronic Records
|
42
|
|
|
|
|
|
|
Application of Articles
|
42
|
|
|
|
|
|
|
Authentication of documents sent by Members by Electronic means
|
43
|
|
|
|
|
|
|
Authentication of document sent by the Secretary or Officers of the Company by Electronic means
|
43
|
|
|
|
|
|
|
Manner of signing
|
43
|
|
|
|
|
|
|
Saving provision
|
43
|
|
|
|
|
|
34.
|
Transfer by way of continuation
|
44
|
|
|
|
|
|
35.
|
Winding up
|
42
|
|
|
|
|
|
|
Distribution of assets in specie
|
42
|
|
|
No obligation to accept liability
|
44
|
|
|
|
|
|
|
The directors are authorised to present a winding up petition
|
44
|
|
|
|
|
|
36.
|
Amendment of Memorandum and Articles
|
44
|
|
|
|
|
|
|
Power to change name or amend Memorandum
|
44
|
|
|
|
|
|
|
Power to amend these Articles
|
45
|
|
|
|
|
|
37.
|
Mergers and Consolidations
|
45
|
|
|
|
|
|
38.
|
Business Combination
|
45
|
|
|
|
|
|
39.
|
Certain Tax Filings
|
48
|
|
|
|
|
|
40.
|
Business Opportunities
|
48
|
COMPANIES
ACT (AS REVISED)
COMPANY
LIMITED BY SHARES
AMENDED
AND RESTATED
ARTICLES OF
ASSOCIATION
OF
G SQUARED ASCEND II INC.
ADOPTED
BY SPECIAL RESOLUTION ON MAy 28, 2021
|
1.
|
Definitions, interpretation and exclusion of Table A
|
Definitions
1.1 In these Articles, the following definitions apply:
Act means the Companies
Act (as revised) of the Cayman Islands.
Affiliate in respect of
a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under
common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s
spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption
or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural
person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a
corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled
by, or is under common control with, such entity.
Applicable Law means, with
respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions,
decrees or orders of any governmental authority applicable to such person.
Articles means, as appropriate:
(a) these Amended
and Restated Articles of Association as amended, restated, supplemented and/or otherwise modified from time to time: or
(b) two
or more particular Articles of these Articles;
and Article refers
to a particular Article of these Articles.
Audit Committee means the
audit committee of the board of directors of the Company established pursuant to Article 24.8 hereof, or any successor audit committee.
Auditor means the person
for the time being performing the duties of auditor of the Company.
Business Combination means
a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with
one or more businesses or entities (each a partner business), which Business Combination: (a) must be with one or more
partner businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding
the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time
of signing the agreement to enter into the Business Combination; and (b) must not be effectuated solely with another blank cheque
company or a similar company with nominal operations.
Business Day means a day
other than a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City, a Saturday
or a Sunday.
Class A Ordinary Share means
a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.
Class B Ordinary Share means
a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.
Clear Days, in relation to a
period of notice, means that period excluding:
(a) the
day when the notice is given or deemed to be given; and
(b) the
day for which it is given or on which it is to take effect.
Clearing House means a clearing
house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock
exchange or interdealer quotation system in such jurisdiction.
Company means the above-named
company.
Compensation Committee means
the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
Default Rate means 10% (ten
per cent) per annum.
Designated Stock Exchange means
any United States national securities exchange, including the Nasdaq Stock Market LLC, the NYSE American LLC or The New York Stock Exchange
LLC or any OTC market on which the Shares are listed for trading.
Electronic has the meaning
given to that term in the Electronic Transactions Act.
Electronic Record has the
meaning given to that term in the Electronic Transactions Act.
Electronic Signature has
the meaning given to that term in the Electronic Transactions Act.
Electronic Transactions Act means
the Electronic Transaction Act (as revised) of the Cayman Islands.
Exchange Act means the United
States Securities Exchange Act of 1934, as amended.
Founders means all Members
immediately prior to the consummation of the IPO.
Fully Paid and Paid
Up:
(a) in
relation to a Share with par value, means that the par value for that Share and any premium payable in respect of the issue of that Share,
has been fully paid or credited as paid in money or money’s worth;
(b) in
relation to a Share without par value, means that the agreed issue price for that Share has been fully paid or credited as paid in money
or money’s worth.
Independent Director means
a director who is an independent director as defined in the rules and regulations of the Designated Stock Exchange as determined
by the directors.
Investor Group means the
Sponsor and its Affiliates, successors and assigns.
IPO means the Company’s
initial public offering of securities.
IPO Redemption has the meaning
given to it in Article 38.6.
Islands means the British
Overseas Territory of the Cayman Islands.
Member means any person
or persons entered on the Register of Members from time to time as the holder of a Share.
Memorandum means the Amended
and Restated Memorandum of Association of the Company as amended, restated, supplemented and/or otherwise modified from time to time.
Nominating Committee means
the nominating committee of the board of directors of the Company established pursuant to the Articles, or any successor committee.
Officer means a person then
appointed to hold an office in the Company; and the expression includes a director, alternate director or liquidator.
Ordinary Resolution means
a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the
Members entitled to vote thereon. The expression also includes a unanimous written resolution.
Over-Allotment Option means
the option of the Underwriters to purchase up to an additional 15% of the firm units (as described at Article 3.4) issued in the
IPO at a price equal to US$10.00 per unit, less underwriting discount and commissions.
Preference Share means a
preference share of a par value of US$0.0001 in the share capital of the Company.
Public Share means a Class
A Ordinary Share issued as part of the units (as described in Article 3.4) issued in the IPO.
Redemption Price has the
meaning given to it in Article 38.6.
Register of Members means
the register of Members maintained in accordance with the Act and includes (except where otherwise stated) any branch or duplicate register
of Members.
Representative means a representative
of the Underwriters.
SEC means the United States
Securities and Exchange Commission.
Secretary means a person
appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.
Share means a Class A
Ordinary Share, a Class B Ordinary Share or a Preference Share in the share capital of the Company; and the expression:
(a) includes
stock (except where a distinction between shares and stock is expressed or implied); and
(b) where
the context permits, also includes a fraction of a share.
Special Resolution has the
meaning given to that term in the Act; and the expression includes a unanimous written resolution.
Sponsor means G Squared
Ascend Management II, LLC, a Cayman Islands limited liability company.
Tax Filing Authorised Person means
such person as any director shall designate from time to time, acting severally.
Treasury Shares means Shares
of the Company held in treasury pursuant to the Act and Article 3.14.
Trust Account means the
trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO,
together with a certain amount of the proceeds of a private placement of units simultaneously with the closing date of the IPO, will be
deposited.
Underwriter means an underwriter
of the IPO from time to time, and any successor underwriter.
Interpretation
1.2 In
the interpretation of these Articles, the following provisions apply unless the context otherwise requires:
(a) A
reference in these Articles to a statute is a reference to a statute of the Islands as known by its short title, and includes:
(i) any
statutory modification, amendment or re-enactment; and
(ii) any
subordinate legislation or regulations issued under that statute.
Without limitation to the preceding sentence,
a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of that Act in force from time to time as
amended from time to time.
(b) Headings
are inserted for convenience only and do not affect the interpretation of these Articles, unless there is ambiguity.
(c) If
a day on which any act, matter or thing is to be done under these Articles is not a Business Day, the act, matter or thing must be done
on the next Business Day.
(d) A
word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference to
any gender also denotes the other genders.
(e) A
reference to a person includes, as appropriate, a company, trust, partnership, joint venture, association, body corporate or government
agency.
(f) Where
a word or phrase is given a defined meaning another part of speech or grammatical form in respect to that word or phrase has a corresponding
meaning.
(g) All
references to time are to be calculated by reference to time in the place where the Company’s registered office is located.
(h) The
words written and in writing include all modes of representing or reproducing words in a visible form, but do not include an Electronic
Record where the distinction between a document in writing and an Electronic Record is expressed or implied.
(i) The
words including, include and in particular or any similar expression are to be construed without limitation.
(j) Any
requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied in the
form of an Electronic Signature.
(k) Sections
8 and 19(3) of the Electronic Transactions Act shall not apply.
(l) The
term "holder" in relation to a Share means a person whose name is entered in the Register of Members as the holder of such Share.
Exclusion of Table A Articles
1.3 The
regulations contained in Table A in the First Schedule of the Act and any other regulations contained in any statute or subordinate legislation
are expressly excluded and do not apply to the Company.
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2.
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Commencement of Business
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2.1 The
business of the Company may be commenced as soon after incorporation of the Company as the directors see fit.
2.2 The
directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment
of the Company, including the expenses of registration.
Power to issue Shares and options, with or
without special rights
3.1 Subject
to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting), these Articles
and, where applicable, the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory
authority or otherwise under Applicable Law, and without prejudice to any rights attached to any existing Shares, the directors have general
and unconditional authority to allot (with or without confirming rights of renunciation), issue, grant options over or otherwise deal
with any unissued Shares of the Company to such persons, at such times and on such terms and conditions as they may decide, save that
the directors may not allot, issue, grant options over or otherwise deal with any unissued Shares to the extent that it may affect the
ability of the Company to carry out a Class B Share Conversion described at Article 12. No Share may be issued at a discount
except in accordance with the provisions of the A.
3.2 Without
limitation to the preceding Article, the directors may so deal with the unissued Shares of the Company:
(a) either
at a premium or at par;
(b) with
or without preferred, deferred or other special rights or restrictions whether in regard to dividend, voting, return of capital or otherwise.
3.3 The
Company may issue rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders
thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company at such times and on such terms and
conditions as the directors may decide.
3.4 The
Company may issue units of securities in the Company, which may be comprised of Shares, rights, options, warrants or convertible securities
or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares
or other securities in the Company, on such terms and conditions as the directors may decide. The securities comprising any such units
which are issued pursuant to the IPO can only be traded separately from one another on the 52nd day following the date of the prospectus
relating to the IPO unless the Representative(s) determines that an earlier date is acceptable, subject to the Company having filed
a current report on Form 8-K containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of
the IPO with the SEC and a press release announcing when such separate trading will begin. Prior to such date, the units can be traded,
but the securities comprising such units cannot be traded separately from one another.
Power to issue fractions of a Share
3.5 Subject
to the Act, the Company may issue fractions of a Share of any class. A fraction of a Share shall be subject to and carry the corresponding
fraction of liabilities (whether with respect to calls or otherwise), limitations, preferences, privileges, qualifications, restrictions,
rights and other attributes of a Share of that class of Shares.
Power to pay commissions and brokerage fees
3.6 The
Company may, in so far as the Act permits, pay a commission to any person in consideration of that person:
(a) subscribing
or agreeing to subscribe, whether absolutely or conditionally; or
(b) procuring
or agreeing to procure subscriptions, whether absolute or conditional for any Shares in the Company. That commission may be satisfied
by the payment of cash or the allotment of Fully Paid or partly-paid Shares or partly in one way and partly in another.
3.7 The
Company may employ a broker in the issue of its capital and pay him any proper commission or brokerage.
Trusts not recognised
3.8 Except
as required by Applicable Law:
(a) the
Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest
in any Share, or (except only as is otherwise provided by these Articles or the Act) any other rights in respect of any Share other than
an absolute right to the entirety thereof in the holder; and
(b) no
person other than the Member shall be recognised by the Company as having any right in a Share.
Power to vary class rights
3.9 If
the share capital is divided into different classes of Shares then, unless the terms on which a class of Shares was issued state otherwise,
the rights attaching to a class of Shares may only be varied if one of the following applies:
(a) the
Members holding two thirds of the issued Shares of that class consent in writing to the variation; or
(b) the
variation is made with the sanction of a Special Resolution passed at a separate general meeting of the Members holding the issued Shares
of that class.
3.10 For
the purpose of paragraph (b) of the preceding Article, all the provisions of these Articles relating to general meetings apply, mutatis
mutandis, to every such separate meeting except that:
(a) the
necessary quorum shall be one or more persons holding, or representing by proxy, not less than one third of the issued Shares of the class;
and
(b) any
Member holding issued Shares of the class, present in person or by proxy or, in the case of a corporate Member, by its duly authorised
representative, may demand a poll.
Effect of new Share issue on existing class
rights
3.11 Unless
the terms on which a class of Shares was issued state otherwise, the rights conferred on the Member holding Shares of any class shall
not be deemed to be varied by the creation or issue of further Shares ranking pari passu with the existing Shares of that class.
Capital contributions without issue of further
Shares
3.12 With
the consent of a Member, the directors may accept a voluntary contribution to the capital of the Company from that Member without issuing
Shares in consideration for that contribution. In that event, the contribution shall be dealt with in the following manner:
(a) It
shall be treated as if it were a share premium.
(b) Unless
the Member agrees otherwise:
(i) if the
Member holds Shares in a single class of Shares, it shall be credited to the share premium account for that class of Shares;
(ii) if
the Member holds Shares of more than one class, it shall be credited rateably to the share premium accounts for those classes of Shares
(in the proportion that the sum of the issue prices for each class of Shares that the Member holds bears to the total issue prices for
all classes of Shares that the Member holds).
(c) It
shall be subject to the provisions of the Act and these Articles applicable to share premiums.
No bearer Shares or warrants
3.13 The
Company shall not issue Shares or warrants to bearers.
Treasury Shares
3.14 Shares
that the Company purchases, redeems or acquires by way of surrender in accordance with the Act shall be held as Treasury Shares and not
treated as cancelled if:
(a) the
directors so determine prior to the purchase, redemption or surrender of those shares; and
(b) the
relevant provisions of the Memorandum and Articles and the Act are otherwise complied with.
Rights attaching to Treasury Shares and related
matters
3.15 No
dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any
distribution of assets to members on a winding up) may be made to the Company in respect of a Treasury Share.
3.16 The
Company shall be entered in the Register as the holder of the Treasury Shares. However:
(a) the
Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported
exercise of such a right shall be void;
(b) a
Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total
number of issued shares at any given time, whether for the purposes of these Articles or the Act.
3.17 Nothing
in the preceding Article prevents an allotment of Shares as fully paid bonus shares in respect of a Treasury Share and Shares allotted
as fully paid bonus shares in respect of a Treasury Share shall be treated as Treasury Shares.
3.18 Treasury
Shares may be disposed of by the Company in accordance with the Actand otherwise on such terms and conditions as the directors determine.
4.1 The
Company shall maintain or cause to be maintained the Register of Members in accordance with the Act.
4.2 The
directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Act. The directors
may also determine which Register of Members shall constitute the principal register and which shall constitute the branch register or
registers, and to vary such determination from time to time.
Issue of share certificates
5.1 Upon
being entered in the Register of Members as the holder of a Share, a Member shall be entitled:
(a) without
payment, to one certificate for all the Shares of each class held by that Member (and, upon transferring a part of the Member’s
holding of Shares of any class, to a certificate for the balance of that holding); and
(b) upon
payment of such reasonable sum as the directors may determine for every certificate after the first, to several certificates each for
one or more of that Member’s Shares.
5.2 Every
certificate shall specify the number, class and distinguishing numbers (if any) of the Shares to which it relates and whether they are
Fully Paid or partly paid up. A certificate may be executed under seal or executed in such other manner as the directors determine.
5.3 The
Company shall not be bound to issue more than one certificate for Shares held jointly by several persons and delivery of a certificate
for a Share to one joint holder shall be a sufficient delivery to all of them.
Renewal of lost or damaged share certificates
5.4 If a
share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to:
(a) evidence;
(b) indemnity;
(c) payment
of the expenses reasonably incurred by the Company in investigating the evidence; and
(d) payment
of a reasonable fee, if any, for issuing a replacement share certificate
as the directors may determine, and
(in the case of defacement or wearing-out) on delivery to the Company of the old certificate.
Nature and scope of lien
6.1 The
Company has a first and paramount lien on all Shares (whether Fully Paid or not) registered in the name of a Member (whether solely or
jointly with others). The lien is for all moneys payable to the Company by the Member or the Member’s estate:
(a) either
alone or jointly with any other person, whether or not that other person is a Member; and
(b) whether
or not those moneys are presently payable.
6.2 At
any time the directors may declare any Share to be wholly or partly exempt from the provisions of this Article.
Company may sell Shares to satisfy lien
6.3 The
Company may sell any Shares over which it has a lien if all of the following conditions are met:
(a) the
sum in respect of which the lien exists is presently payable;
(b) the
Company gives notice to the Member holding the Share (or to the person entitled to it in consequence of the death or bankruptcy of that
Member) demanding payment and stating that if the notice is not complied with the Shares may be sold; and
(c) that
sum is not paid within 14 Clear Days after that notice is deemed to be given under these Articles.
6.4 The
Shares may be sold in such manner as the directors determine.
6.5 To
the maximum extent permitted by Applicable Law, the directors shall incur no personal liability to the Member concerned in respect of
the sale.
Authority to execute instrument of transfer
6.6 To
give effect to a sale, the directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance
with the directions of, the purchaser. The title of the transferee of the Shares shall not be affected by any irregularity or invalidity
in the proceedings in respect of the sale.
Consequences of sale of Shares to satisfy lien
6.7 On
sale pursuant to the preceding Articles:
(a) the
name of the Member concerned shall be removed from the Register of Members as the holder of those Shares; and
(b) that
person shall deliver to the Company for cancellation the certificate for those Shares.
Despite this, that person shall remain
liable to the Company for all monies which, at the date of sale, were presently payable by him to the Company in respect of those Shares.
That person shall also be liable to pay interest on those monies from the date of sale until payment at the rate at which interest was
payable before that sale or, failing that, at the Default Rate. The directors may waive payment wholly or in part or enforce payment without
any allowance for the value of the Shares at the time of sale or for any consideration received on their disposal.
Application of proceeds of sale
6.8 The
net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is
presently payable. Any residue shall be paid to the person whose Shares have been sold:
(a) if
no certificate for the Shares was issued, at the date of the sale; or
(b) if
a certificate for the Shares was issued, upon surrender to the Company of that certificate for cancellation
but, in either case, subject to the
Company retaining a like lien for all sums not presently payable as existed on the Shares before the sale.
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7.
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Calls on Shares and forfeiture
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Power to make calls and effect of calls
7.1 Subject
to the terms of allotment, the directors may make calls on the Members in respect of any moneys unpaid on their Shares including any premium.
The call may provide for payment to be by instalments. Subject to receiving at least 14 Clear Days’ notice specifying when and where
payment is to be made, each Member shall pay to the Company the amount called on his Shares as required by the notice.
7.2 Before
receipt by the Company of any sum due under a call, that call may be revoked in whole or in part and payment of a call may be postponed
in whole or in part. Where a call is to be paid in instalments, the Company may revoke the call in respect of all or any remaining instalments
in whole or in part and may postpone payment of all or any of the remaining instalments in whole or in part.
7.3 A
Member on whom a call is made shall remain liable for that call notwithstanding the subsequent transfer of the Shares in respect of which
the call was made. A person shall not be liable for calls made after such person is no longer registered as Member in respect of those
Shares.
Time when call made
7.4 A
call shall be deemed to have been made at the time when the resolution of the directors authorising the call was passed.
Liability of joint holders
7.5 Members
registered as the joint holders of a Share shall be jointly and severally liable to pay all calls in respect of the Share.
Interest on unpaid calls
7.6 If
a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount
unpaid from the day it became due and payable until it is paid:
(a) at
the rate fixed by the terms of allotment of the Share or in the notice of the call; or
(b) if
no rate is fixed, at the Default Rate.
The directors may waive payment of the interest
wholly or in part.
Deemed calls
7.7 Any
amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise, shall be deemed to be payable as a call. If
the amount is not paid when due the provisions of these Articles shall apply as if the amount had become due and payable by virtue of
a call.
Power to accept early payment
7.8 The
Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares held by him although no part of that amount
has been called up.
Power to make different arrangements at time
of issue of Shares
7.9 Subject
to the terms of allotment, the directors may make arrangements on the issue of Shares to distinguish between Members in the amounts and
times of payment of calls on their Shares.
Notice of default
7.10 If a call remains
unpaid after it has become due and payable the directors may give to the person from whom it is due not less than 14 Clear Days’
notice requiring payment of:
(a) the
amount unpaid;
(b) any
interest which may have accrued;
(c) any
expenses which have been incurred by the Company due to that person’s default.
7.11 The notice shall
state the following:
(a) the
place where payment is to be made; and
(b) a
warning that if the notice is not complied with the Shares in respect of which the call is made will be liable to be forfeited.
Forfeiture or surrender of Shares
7.12 If the notice
under the preceding Article is not complied with, the directors may, before the payment required by the notice has been received,
resolve that any Share the subject of that notice be forfeited. The forfeiture shall include all dividends or other moneys payable in
respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing, the directors may determine that any Share the
subject of that notice be accepted by the Company as surrendered by the Member holding that Share in lieu of forfeiture.
7.13 The directors
may accept the surrender for no consideration of any Fully Paid Share.
Disposal of forfeited or surrendered Share
and power to cancel forfeiture or surrender
7.14 A forfeited
or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the directors determine either
to the former Member who held that Share or to any other person. The forfeiture or surrender may be cancelled on such terms as the directors
think fit at any time before a sale, re-allotment or other disposition. Where, for the purposes of its disposal, a forfeited or surrendered
Share is to be transferred to any person, the directors may authorise some person to execute an instrument of transfer of the Share to
the transferee.
Effect of forfeiture or surrender on former
Member
7.15 On forfeiture
or surrender:
(a) the
name of the Member concerned shall be removed from the Register of Members as the holder of those Shares and that person shall cease to
be a Member in respect of those Shares; and
(b) that
person shall surrender to the Company for cancellation the certificate (if any) for the forfeited or surrendered Shares.
7.16 Despite the
forfeiture or surrender of his Shares, that person shall remain liable to the Company for all moneys which at the date of forfeiture or
surrender were presently payable by him to the Company in respect of those Shares together with:
(a) all
expenses; and
(b) interest
from the date of forfeiture or surrender until payment:
(i) at
the rate of which interest was payable on those moneys before forfeiture; or
(ii) if
no interest was so payable, at the Default Rate.
The
directors, however, may waive payment wholly or in part.
Evidence of forfeiture or surrender
7.17 A declaration,
whether statutory or under oath, made by a director or the Secretary shall be conclusive evidence of the following matters stated in it
as against all persons claiming to be entitled to forfeited Shares:
(a) that
the person making the declaration is a director or Secretary of the Company, and
(b) that
the particular Shares have been forfeited or surrendered on a particular date.
Subject to the execution of an instrument of transfer,
if necessary, the declaration shall constitute good title to the Shares.
Sale of forfeited or surrendered Shares
7.18 Any person
to whom the forfeited or surrendered Shares are disposed of shall not be bound to see to the application of the consideration, if any,
of those Shares nor shall his title to the Shares be affected by any irregularity in, or invalidity of the proceedings in respect of,
the forfeiture, surrender or disposal of those Shares.
8. Transfer
of Shares
Form of transfer
8.1 Subject
to the following Articles about the transfer of Shares, and provided that such transfer complies with the rules and regulations of
the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law, a Member may
transfer Shares to another person by completing an instrument of transfer in a common form or in a form prescribed by the rules and
regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law
or in any other form approved by the directors, executed:
(a) where
the Shares are Fully Paid, by or on behalf of that Member; and
(b) where
the Shares are partly paid, by or on behalf of that Member and the transferee.
8.2 The
transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered into the Register of Members.
Power to refuse registration
8.3 If
the Shares in question were issued in conjunction with rights, options or warrants issued pursuant to Article 3.4 on terms that one
cannot be transferred without the other, the directors shall refuse to register the transfer of any such Share without evidence satisfactory
to them of the like transfer of such option or warrant.
Power to suspend registration
8.4 The
directors may suspend registration of the transfer of Shares at such times and for such periods, not exceeding 30 days in any calendar
year, as they determine.
Company may retain instrument of transfer
8.5 The
Company shall be entitled to retain any instrument of transfer which is registered; but an instrument of transfer which the directors
refuse to register shall be returned to the person lodging it when notice of the refusal is given.
9. Transmission
of Shares
Persons entitled on death of a Member
9.1 If
a Member dies, the only persons recognised by the Company as having any title to the deceased Members’ interest are the following:
(a) where
the deceased Member was a joint holder, the survivor or survivors; and
(b) where
the deceased Member was a sole holder, that Member’s personal representative or representatives.
9.2 Nothing
in these Articles shall release the deceased Member’s estate from any liability in respect of any Share, whether the deceased was
a sole holder or a joint holder.
Registration of transfer of a Share following
death or bankruptcy
9.3 A
person becoming entitled to a Share in consequence of the death or bankruptcy of a Member may elect to do either of the following:
(a) to
become the holder of the Share; or
(b) to
transfer the Share to another person.
9.4 That
person must produce such evidence of his entitlement as the directors may properly require.
9.5 If
the person elects to become the holder of the Share, he must give notice to the Company to that effect. For the purposes of these Articles,
that notice shall be treated as though it were an executed instrument of transfer.
9.6 If
the person elects to transfer the Share to another person then:
(a) if
the Share is Fully Paid, the transferor must execute an instrument of transfer; and
(b) if
the Share is partly paid, the transferor and the transferee must execute an instrument of transfer.
9.7 All
these Articles relating to the transfer of Shares shall apply to the notice or, as appropriate, the instrument of transfer.
Indemnity
9.8 A
person registered as a Member by reason of the death or bankruptcy of another Member shall indemnify the Company and the directors against
any loss or damage suffered by the Company or the directors as a result of that registration.
Rights of person entitled to a Share following
death or bankruptcy
9.9 A
person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled
if he were registered as the holder of the Share. However, until he is registered as Member in respect of the Share, he shall not be entitled
to attend or vote at any meeting of the Company or at any separate meeting of the holders of that class of Shares in the Company.
10. Alteration
of capital
Increasing, consolidating, converting, dividing
and cancelling share capital
10.1 To the fullest
extent permitted by the Act, the Company may by Ordinary Resolution do any of the following and amend its Memorandum for that purpose:
(a) increase
its share capital by new Shares of the amount fixed by that Ordinary Resolution and with the attached rights, priorities and privileges
set out in that Ordinary Resolution;
(b) consolidate
and divide all or any of its share capital into Shares of larger amount than its existing Shares;
(c) convert
all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares of any denomination;
(d) sub-divide
its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum, so, however, that in the sub-division, the
proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of the Share
from which the reduced Share is derived; and
(e) cancel
Shares which, at the date of the passing of that Ordinary Resolution, have not been taken or agreed to be taken by any person, and diminish
the amount of its share capital by the amount of the Shares so cancelled or, in the case of Shares without nominal par value, diminish
the number of Shares into which its capital is divided.
Dealing with fractions resulting from consolidation
of Shares
10.2 Whenever, as a result
of a consolidation of Shares, any Members would become entitled to fractions of a Share the directors may on behalf of those Members:
(a) sell
the Shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of
the Act, the Company); and
(b) distribute
the net proceeds in due proportion among those Members.
For that purpose, the directors
may authorise some person to execute an instrument of transfer of the Shares to, or in accordance with the directions of, the purchaser.
The transferee shall not be bound to see to the application of the purchase money nor shall the transferee’s title to the Shares
be affected by any irregularity in, or invalidity of, the proceedings in respect of the sale.
Reducing share capital
10.3 Subject to the
Act and to any rights for the time being conferred on the Members holding a particular class of Shares, the Company may, by Special Resolution,
reduce its share capital in any way.
11. Redemption
and purchase of own Shares
Power to issue redeemable Shares and to purchase
own Shares
11.1 Subject to the
Act and Article 38, and to any rights for the time being conferred on the Members holding a particular class of Shares, and, where
applicable, the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or
otherwise under Applicable Law, the Company may by its directors:
(a) issue
Shares that are to be redeemed or liable to be redeemed, at the option of the Company or the Member holding those redeemable Shares, on
the terms and in the manner its directors determine before the issue of those Shares;
(b) with
the consent by Special Resolution of the Members holding Shares of a particular class, vary the rights attaching to that class of Shares
so as to provide that those Shares are to be redeemed or are liable to be redeemed at the option of the Company on the terms and in the
manner which the directors determine at the time of such variation; and
(c) purchase
all or any of its own Shares of any class including any redeemable Shares on the terms and in the manner which the directors determine
at the time of such purchase.
The Company may make a payment
in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including out of any combination of the
following: capital, its profits and the proceeds of a fresh issue of Shares.
11.2 With respect to redeeming,
repurchasing or surrendering of Shares:
(a) Members
who hold Public Shares are entitled to request the redemption of such Shares in the circumstances described in Article 38.3;
(b) Class
B Ordinary Shares held by the Sponsor shall be surrendered by the Sponsor for no consideration to the extent that the Over-Allotment Option
is not exercised in full so that the Class B Ordinary Shares will represent 20% of the Company’s issued Shares after the IPO (exclusive
of any securities purchased in a private placement simultaneously with the IPO); and
(c) Public
Shares shall be repurchased by way of Tender Offer in the circumstances set out in Article 38.2(b).
Power to pay for redemption or purchase in
cash or in specie
11.3 When making
a payment in respect of the redemption or purchase of Shares, the directors may make the payment in cash or in specie (or partly in one
and partly in the other) if so authorised by the terms of the allotment of those Shares, or by the terms applying to those Shares in accordance
with Article 11.1, or otherwise by agreement with the Member holding those Shares.
Effect of redemption or purchase of a Share
11.4 Upon the date
of redemption or purchase of a Share:
(a) the
Member holding that Share shall cease to be entitled to any rights in respect of the Share other than the right to receive:
(i) the
price for the Share; and
(ii) any
dividend declared in respect of the Share prior to the date of redemption or purchase;
(b) the
Member’s name shall be removed from the Register of Members with respect to the Share; and
(c) the
Share shall be cancelled or held as a Treasury Shares, as the directors may determine.
For the purpose of this Article, the
date of redemption or purchase is the date when the redemption or purchase falls due.
11.5 For the avoidance
of doubt, redemptions and repurchases of Shares in the circumstances described in Articles 11.2(a), 11.2(b) and 11.2(c) above
shall not require further approval of the Members.
12. Class B
Share Conversion
12.1 Save and except
for the conversion rights referred to in this Article 12 and as otherwise set out in these Articles, subject to Article 3.9,
the rights attaching to the Class A Ordinary Shares and the Class B Ordinary Shares shall rank pari passu in all respects,
and the Class A Ordinary Shares and Class B Ordinary Shares shall vote together as a single class on all matters.
12.2 On the first
business day following the consummation of the Company’s initial Business Combination, the issued Class B Ordinary Shares shall
automatically be converted into such number of Class A Ordinary Shares as is equal, in the aggregate, on an as-converted basis, to 20%
of the sum of:
(a) the
total number of Class A Ordinary Shares issued (excluding the private placement shares underlying the private placement warrants) upon
completion of the IPO (including pursuant to the Over-Allotment Option, if applicable), plus
(b) the
sum of (i) 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 exercisable for or convertible into Class A Ordinary Shares
issued, deemed issued, or to be issued, to any seller in the initial Business Combination, any Class A Ordinary Shares and private placement
warrants issued to the Sponsor, members of the Company’s management team or their Affiliates and any warrants issued upon conversion
of working capital loans, if any, minus (ii) the total number of Public Shares repurchased pursuant to the IPO Redemption.
12.3 References in
this Article to converted, conversion or exchange shall mean the compulsory redemption
without notice of Class B Ordinary Shares of any Member and, on behalf of such Members, automatic application of such redemption proceeds
in paying for such new Class A Ordinary Shares into which the Class B Ordinary Shares have been converted or exchanged at a price per
Class B Share necessary to give effect to a conversion or exchange calculated on the basis that the Class A Ordinary Shares to be
issued as part of the conversion or exchange will be issued at par. The Class A Ordinary Shares to be issued on an exchange or conversion
shall be registered in the name of such Member or in such name as the Member may direct.
12.4 Notwithstanding
anything to the contrary in this Article 12, in no event may any Class B Share convert into Class A Ordinary Shares at a ratio
that is less than one-for-one. Each Class B Share shall convert into its pro rata number of Class A Ordinary Shares as set forth
in this Article 12. The pro rata share for each holder of Class B Ordinary Shares will be determined as follows: Each Class B
Share shall convert into such number of Class A Ordinary Shares as is equal to the product of 1 multiplied by a fraction, the numerator
of which shall be the total number of Class A Ordinary Shares into which all of the issued Class B Ordinary Shares shall be converted
pursuant to this Article and the denominator of which shall be the total number of issued Class B Ordinary Shares at the time of
conversion.
12.5 The directors
shall not allot or issue Class A Ordinary Shares such that the number of authorised but unissued Class A Ordinary Shares would at any
time be insufficient to permit the conversion of all Class B Ordinary Shares from time to time issued into Class A Ordinary Shares.
13. Meetings
of Members
Power to call meetings
13.1 To the extent
required by the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or
otherwise under Applicable Law, an annual general meeting of the Company shall be held no later than one year after the first financial
year end occurring after the IPO, and shall be held in each year thereafter at such time as determined by the directors and the Company
may, but shall not (unless required by the Act or the rules and regulations of the Designated Stock Exchange, the SEC and/or any
other competent regulatory authority or otherwise under Applicable Law) be obliged to, in each year hold any other general meeting.
13.2 The agenda of
the annual general meeting shall be set by the directors and shall include the presentation of the Company’s annual accounts and
the report of the directors (if any).
13.3 Annual
general meetings shall be held in New York, USA or in such other places as the directors may determine.
13.4 All general
meetings other than annual general meetings shall be called extraordinary general meetings and the Company shall specify the meeting as
such in the notices calling it.
13.5 The directors
may call a general meeting at any time.
13.6 If there
are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment of additional directors,
the directors must call a general meeting for the purpose of appointing additional directors.
13.7 The directors
must also call a general meeting if requisitioned in the manner set out in the next two Articles.
13.8 The requisition
must be in writing and given by one or more Members who together hold at least 40% of the rights to vote at such general meeting.
13.9 The requisition
must also:
(a) specify
the purpose of the meeting.
(b) be
signed by or on behalf of each requisitioner (and for this purpose each joint holder shall be obliged to sign). The requisition may consist
of several documents in like form signed by one or more of the requisitioners.
(c) be
delivered in accordance with the notice provisions.
13.10 Should the directors fail
to call a general meeting within 21 Clear Days from the date of receipt of a requisition, the requisitioners or any of them may call a
general meeting within three months after the end of that period.
13.11 Without limitation to the
foregoing, if there are insufficient directors to constitute a quorum and the remaining directors are unable to agree on the appointment
of additional directors, any one or more Members who together hold at least 40% of the rights to vote at a general meeting may call a
general meeting for the purpose of considering the business specified in the notice of meeting which shall include as an item of business
the appointment of additional directors.
13.12 Members seeking to bring
business before the annual general meeting or to nominate candidates for election as directors at the annual general meeting must deliver
notice to the principal executive offices of the Company not later than the close of business on the 90th day nor earlier than the close
of business on the 120th day prior to the scheduled date of the annual general meeting.
Content of notice
13.13 Notice
of a general meeting shall specify each of the following:
(a) the
place, the date and the hour of the meeting;
(b) if
the meeting is to be held in two or more places, the technology that will be used to facilitate the meeting;
(c) subject
to paragraph (d), the general nature of the business to be transacted; and
(d) if
a resolution is proposed as a Special Resolution, the text of that resolution.
13.14 In each
notice there shall appear with reasonable prominence the following statements:
(a) that
a Member who is entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of that Member; and
(b) that
a proxyholder need not be a Member.
Period of notice
13.15 At least
five Clear Days’ notice of a general meeting must be given to Members, provided that a general meeting of the Company shall, whether
or not the notice specified in this Article has been given and whether or not the provisions of these Articles regarding general
meetings have been complied with, be deemed to have been duly convened if it is so agreed:
(a) in
the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and
(b) in
the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting,
together holding not less than 95% in par value of the Shares giving that right.
Persons entitled to receive notice
13.16 Subject
to the provisions of these Articles and to any restrictions imposed on any Shares, the notice shall be given to the following people:
(a) the
Members;
(b) persons
entitled to a Share in consequence of the death or bankruptcy of a Member; and
(c) the
directors.
Publication of notice on a website
13.17 Subject
to the Act or the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority
or otherwise under Applicable Law, a notice of a general meeting may be published on a website providing the recipient is given separate
notice of:
(a) the
publication of the notice on the website;
(b) the
place on the website where the notice may be accessed;
(c) how
it may be accessed; and
(d) the
place, date and time of the general meeting.
13.18 If
a Member notifies the Company that he is unable for any reason to access the website, the Company must as soon as practicable give notice
of the meeting to that Member by any other means permitted by these Articles. This will not affect when that Member is deemed to have
received notice of the meeting.
Time a website notice is deemed to be given
13.19 A
website notice is deemed to be given when the Member is given notice of its publication.
Required duration of publication on a website
13.20 Where the notice
of meeting is published on a website, it shall continue to be published in the same place on that website from the date of the notification
until at least the conclusion of the meeting to which the notice relates.
Accidental omission to give notice or non-receipt
of notice
13.21 Proceedings
at a meeting shall not be invalidated by the following:
(a) an
accidental failure to give notice of the meeting to any person entitled to notice; or
(b) non-receipt
of notice of the meeting by any person entitled to notice.
13.22 In addition,
where a notice of meeting is published on a website, proceedings at the meeting shall not be invalidated merely because it is accidentally
published:
(a) in
a different place on the website; or
(b) for
part only of the period from the date of the notification until the conclusion of the meeting to which the notice relates.
14. Proceedings
at meetings of Members
Quorum
14.1 Save
as provided in the following Article, no business shall be transacted at any meeting unless a quorum is present in person or by proxy.
One or more Members who together hold not less than one-third of the Shares entitled to vote at such meeting being individuals present
in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy shall be a quorum;
provided that a quorum in connection with any meeting that is convened to vote on a Business Combination or any meeting convened with
regards to an amendment described in Article 38.9 shall be a majority of the Shares entitled to vote at such meeting being individuals
present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative or proxy.
Lack of quorum
14.2 If
a quorum is not present within 15 minutes of the time appointed for the meeting, or if at any time during the meeting it becomes inquorate,
then the following provisions apply:
(a) If
the meeting was requisitioned by Members, it shall be cancelled.
(b) In
any other case, the meeting shall stand adjourned to the same time and place seven days hence, or to such other time or place as is determined
by the directors. If a quorum is not present within 15 minutes of the time appointed for the adjourned meeting, then the meeting shall
be dissolved.
Use of technology
14.3 A
person may participate in a general meeting through the medium of conference telephone, video or any other form of communications equipment
providing all persons participating in the meeting are able to hear and speak to each other throughout the meeting. A person participating
in this way is deemed to be present in person at the meeting.
Chairman
14.4 The
chairman of a general meeting shall be the chairman of the board or such other director as the directors have nominated to chair board
meetings in the absence of the chairman of the board. Absent any such person being present within 15 minutes of the time appointed for
the meeting, the directors present shall elect one of their number to chair the meeting.
14.5 If
no director is present within 15 minutes of the time appointed for the meeting, or if no director is willing to act as chairman, the Members
present in person or by proxy and entitled to vote shall choose one of their number to chair the meeting.
Right of a director to attend and speak
14.6 Even
if a director is not a Member, he shall be entitled to attend and speak at any general meeting and at any separate meeting of Members
holding a particular class of Shares in the Company.
Adjournment and Postponement
14.7 The
chairman may at any time adjourn a meeting. The chairman must adjourn the meeting if so directed by the meeting. No business, however,
can be transacted at an adjourned meeting other than business which might properly have been transacted at the original meeting.
14.8 Should
a meeting be adjourned for more than twenty Clear Days, whether because of a lack of quorum or otherwise, Members shall be given at least
five Clear Days’ notice of the date, time and place of the adjourned meeting and the general nature of the business to be transacted.
Otherwise it shall not be necessary to give any notice of the adjournment.
14.9 If,
prior to a Business Combination, a notice is issued in respect of a general meeting and the directors, in their absolute discretion, consider
that it is impractical or undesirable for any reason to hold that general meeting at the place, the day and the hour specified in the
notice calling such general meeting, the directors may postpone the general meeting to another place, day and/or hour provided that notice
of the place, the day and the hour of the rearranged general meeting is promptly given to all Members. No business shall be transacted
at any postponed meeting other than the business specified in the notice of the original meeting.
14.10 When a general
meeting is postponed for thirty days or more, notice of the postponed meeting shall be given as in the case of an original meeting. Otherwise
it shall not be necessary to give any such notice of a postponed meeting. All proxy forms submitted for the original general meeting shall
remain valid for the postponed meeting. The directors may postpone a general meeting which has already been postponed.
Method of voting
14.11 A resolution
put to the vote of the meeting shall be decided on a poll.
Taking of a poll
14.12 A poll
demanded on the question of adjournment shall be taken immediately.
14.13 A poll
demanded on any other question shall be taken either immediately or at an adjourned meeting at such time and place as the chairman directs,
not being more than 30 Clear Days after the poll was demanded.
14.14 The
demand for a poll shall not prevent the meeting continuing to transact any business other than the question on which the poll was demanded.
14.15 A
poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who need not be Members) and fix a place and time
for declaring the result of the poll. If, through the aid of technology, the meeting is held in more than place, the chairman may appoint
scrutineers in more than place; but if he considers that the poll cannot be effectively monitored at that meeting, the chairman shall
adjourn the holding of the poll to a date, place and time when that can occur.
Chairman’s casting vote
14.16 If
the votes on a resolution are equal, the chairman may if he wishes exercise a casting vote.
Amendments to resolutions
14.17 An
Ordinary Resolution to be proposed at a general meeting may be amended by Ordinary Resolution if:
(a) not
less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), notice of the
proposed amendment is given to the Company in writing by a Member entitled to vote at that meeting; and
(b) the
proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.
14.18 A Special
Resolution to be proposed at a general meeting may be amended by Ordinary Resolution, if:
(a) the
chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and
(b) the
amendment does not go beyond what the chairman considers is necessary to correct a grammatical or other non-substantive error in the resolution.
14.19 If
the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman’s
error does not invalidate the vote on that resolution.
Written resolutions
14.20 Members
may pass a resolution in writing without holding a meeting if the following conditions are met:
(a) all
Members entitled so to vote are given notice of the resolution as if the same were being proposed at a meeting of Members;
(b) all
Members entitled so to vote:
(i) sign
a document; or
(ii) sign
several documents in the like form each signed by one or more of those Members; and
(c) the
signed document or documents is or are delivered to the Company, including, if the Company so nominates, by delivery of an Electronic
Record by Electronic means to the address specified for that purpose.
Such written resolution shall
be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held.
14.21 If
a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect accordingly.
14.22 The
directors may determine the manner in which written resolutions shall be put to Members. In particular, they may provide, in the form
of any written resolution, for each Member to indicate, out of the number of votes the Member would have been entitled to cast at a meeting
to consider the resolution, how many votes he wishes to cast in favour of the resolution and how many against the resolution or to be
treated as abstentions. The result of any such written resolution shall be determined on the same basis as on a poll.
Sole-member company
14.23 If
the Company has only one Member, and the Member records in writing his decision on a question, that record shall constitute both the passing
of a resolution and the minute of it.
15. Voting
rights of Members
Right to vote
15.1 Unless
their Shares carry no right to vote, or unless a call or other amount presently payable has not been paid, all Members are entitled to
vote at a general meeting, and all Members holding Shares of a particular class of Shares are entitled to vote at a meeting of the holders
of that class of Shares.
15.2 Members
may vote in person or by proxy.
15.3 Every
Member shall have one vote for each Share he holds, unless any Share carries special voting rights.
15.4 A
fraction of a Share shall entitle its holder to an equivalent fraction of one vote.
15.5 No
Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his Shares in the same way.
Rights of joint holders
15.6 If
Shares are held jointly, only one of the joint holders may vote. If more than one of the joint holders tenders a vote, the vote of the
holder whose name in respect of those Shares appears first in the Register of Members shall be accepted to the exclusion of the votes
of the other joint holder.
Representation of corporate Members
15.7 Save
where otherwise provided, a corporate Member must act by a duly authorised representative.
15.8 A
corporate Member wishing to act by a duly authorised representative must identify that person to the Company by notice in writing.
15.9 The authorisation
may be for any period of time, and must be delivered to the Company not less than two hours before the commencement of the meeting at
which it is first used.
15.10 The directors
of the Company may require the production of any evidence which they consider necessary to determine the validity of the notice.
15.11 Where a duly
authorised representative is present at a meeting that Member is deemed to be present in person; and the acts of the duly authorised representative
are personal acts of that Member.
15.12 A
corporate Member may revoke the appointment of a duly authorised representative at any time by notice to the Company; but such revocation
will not affect the validity of any acts carried out by the duly authorised representative before the directors of the Company had actual
notice of the revocation.
15.13 If
a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it sees fit to act as its representative
at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class
of Shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall
be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on
behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of such Shares held by the clearing house
(or its nominee(s)).
Member with mental disorder
15.14 A
Member in respect of whom an order has been made by any court having jurisdiction (whether in the Islands or elsewhere) in matters concerning
mental disorder may vote, by that Member’s receiver, curator bonis or other person authorised in that behalf appointed by that court.
15.15 For
the purpose of the preceding Article, evidence to the satisfaction of the directors of the authority of the person claiming to exercise
the right to vote must be received not less than 24 hours before holding the relevant meeting or the adjourned meeting in any manner specified
for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means. In default, the right to vote shall not
be exercisable.
Objections to admissibility of votes
15.16 An
objection to the validity of a person’s vote may only be raised at the meeting or at the adjourned meeting at which the vote is
sought to be tendered. Any objection duly made shall be referred to the chairman whose decision shall be final and conclusive.
Form of proxy
15.17 An
instrument appointing a proxy shall be in any common form or in any other form approved by the directors.
15.18 The
instrument must be in writing and signed in one of the following ways:
(a) by
the Member; or
(b) by
the Member’s authorised attorney; or
(c) if
the Member is a corporation or other body corporate, under seal or signed by an authorised officer, secretary or attorney.
If the directors so resolve,
the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying these
Articles about authentication of Electronic Records.
15.19 The directors
may require the production of any evidence which they consider necessary to determine the validity of any appointment of a proxy.
15.20 A
Member may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordance with the Article above
about signing proxies; but such revocation will not affect the validity of any acts carried out by the proxy before the directors of the
Company had actual notice of the revocation.
How and when proxy is to be delivered
15.21 Subject
to the following Articles, the form of appointment of a proxy and any authority under which it is signed (or a copy of the authority certified
notarially or in any other way approved by the directors) must be delivered so that it is received by the Company not less than 48 hours
before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to
vote. They must be delivered in either of the following ways:
(a) In
the case of an instrument in writing, it must be left at or sent by post:
(i) to
the registered office of the Company; or
(ii) to
such other place specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in relation
to the meeting.
(b) If,
pursuant to the notice provisions, a notice may be given to the Company in an Electronic Record, an Electronic Record of an appointment
of a proxy must be sent to the address specified pursuant to those provisions unless another address for that purpose is specified:
(i) in
the notice convening the meeting; or
(ii) in
any form of appointment of a proxy sent out by the Company in relation to the meeting; or
(iii) in
any invitation to appoint a proxy issued by the Company in relation to the meeting.
15.22 Where
a poll is taken:
(a) if
it is taken more than seven Clear Days after it is demanded, the form of appointment of a proxy and any accompanying authority (or an
Electronic Record of the same) must be delivered as required under the preceding Article not less than 24 hours before the time appointed
for the taking of the poll;
(b) but
if it to be taken within seven Clear Days after it was demanded, the form of appointment of a proxy and any accompanying authority (or
an Electronic Record of the same) must be e delivered as required under the preceding Article not less than two hours before the
time appointed for the taking of the poll.
15.23 If
the form of appointment of proxy is not delivered on time, it is invalid.
Voting by proxy
15.24 A proxy shall
have the same voting rights at a meeting or adjourned meeting as the Member would have had except to the extent that the instrument appointing
him limits those rights. Notwithstanding the appointment of a proxy, a Member may attend and vote at a meeting or adjourned meeting. If
a Member votes on any resolution a vote by his proxy on the same resolution, unless in respect of different Shares, shall be invalid.
16. Number
of directors
Unless otherwise determined
by Ordinary Resolution, the minimum number of directors shall be one and the maximum shall be ten.
17. Appointment,
disqualification and removal of directors No age limit
17.1 There
is no age limit for directors save that they must be aged at least 18 years.
Corporate directors
17.2 Unless
prohibited by law, a body corporate may be a director. If a body corporate is a director, these Articles about representation of corporate
Members at general meetings apply, mutatis mutandis, to these Articles about directors’ meetings.
No shareholding qualification
17.3 Unless a shareholding
qualification for directors is fixed by Ordinary Resolution, no director shall be required to own Shares as a condition of his appointment.
Appointment and removal of directors
17.4 The directors shall be
divided into three classes: Class I, Class II, and Class III. The number of directors in each class shall be as nearly
equal as possible. Upon the adoption of the Articles, the existing directors shall by resolution classify themselves as Class I,
Class II or Class III directors. The Class I directors shall stand elected for a term expiring at the Company’s first
annual general meeting, the Class II directors shall stand elected for a term expiring at the Company’s second annual general
meeting, and Class III directors shall stand elected for a term expiring at the Company’s third annual general meeting. Commencing
at the Company’s first annual general meeting, and at each annual general meeting thereafter, directors elected to succeed those
directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual general meeting after their
election. All directors shall hold office until the expiration of their respective terms of office and until their successors shall have
been elected and qualified. A director elected to fill a vacancy resulting from the death, resignation or removal of a director shall
serve for the remainder of the full term of the director whose death, resignation or removal shall have created such vacancy and until
his successor shall have been elected and qualified.
17.5 Prior to the closing of a
Business Combination, the Company may by Ordinary Resolution of the holders of the Class B Ordinary Shares appoint any person to be a
director or may by Ordinary Resolution of the holders of the Class B Ordinary Shares remove any director. For the avoidance of doubt,
prior to the closing of a Business Combination holders of Class A Ordinary Shares shall have no right to vote on the appointment or removal
of any director.
17.6 After the closing of
a Business Combination, the Company may by Ordinary Resolution appoint any person to be a director or may by Ordinary Resolution remove
any director.
17.7 Article 17.5 may
only be amended by a Special Resolution passed by holders representing at least two-thirds of the Class B Ordinary Shares in issue.
17.8 Without prejudice to
the Company’s power to appoint a person to be a director pursuant to these Articles, the directors shall have power at any time
to appoint any person who is willing to act as a director, either to fill a vacancy or as an additional director. A director elected to
fill a vacancy resulting from the death, resignation or removal of a director shall serve for the remainder of the full term of the director
whose death, resignation or removal shall have created such vacancy and until his successor shall have been elected and qualified.
17.9 Notwithstanding the other
provisions of these Articles, in any case where, as a result of death, the Company has no directors and no shareholders, the personal
representatives of the last shareholder to have died have the power, by notice in writing to the Company, to appoint a person to be a
director. For the purpose of this Article:
(a) where
two or more shareholders die in circumstances rendering it uncertain who was the last to die, a younger shareholder is deemed to have
survived an older shareholder;
(b) if
the last shareholder died leaving a will which disposes of that shareholder’s shares in the Company (whether by way of specific
gift, as part of the residuary estate, or otherwise):
(i) the
expression personal representatives of the last shareholder means:
(A) until
a grant of probate in respect of that will has been obtained from the Grand Court of the Cayman Islands, all of the executors named in
that will who are living at the time the power of appointment under this Article is exercised; and
(B) after
such grant of probate has been obtained, only such of those executors who have proved that will;
(ii) without
derogating from section 3(1) of the Succession Act (as revised), the executors named in that will may exercise the power of appointment
under this Article without first obtaining a grant of probate.
17.10 A remaining director
may appoint a director even though there is not a quorum of directors.
17.11 No appointment can cause
the number of directors to exceed the maximum; and any such appointment shall be invalid.
17.12 For so long as Shares
are listed on a Designated Stock Exchange, the directors shall include at least such number of Independent Directors as Applicable Law
or the rules and regulations of the Designated Stock Exchange require, subject to applicable phase-in rules of the Designated
Stock Exchange.
Resignation of directors
17.13 A director may at any
time resign office by giving to the Company notice in writing or, if permitted pursuant to the notice provisions, in an Electronic Record
delivered in either case in accordance with those provisions.
17.14 Unless the notice specifies
a different date, the director shall be deemed to have resigned on the date that the notice is delivered to the Company.
Termination of the office of director
17.15 A director’s office
shall be terminated forthwith if:
(a) he
is prohibited by the law of the Islands from acting as a director; or
(b) he
is made bankrupt or makes an arrangement or composition with his creditors generally; or
(c) in
the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting as
a director; or
(d) he
is made subject to any law relating to mental health or incompetence, whether by court order or otherwise;
(e) without
the consent of the other directors, he is absent from meetings of directors for a continuous period of six months; or
(f) all
of the other directors (being not less than two in number) determine that he should be removed as a director, either by a resolution passed
by all of the other directors at a meeting of the directors duly convened and held in accordance with these Articles or by a resolution
in writing signed by all of the other directors.
18. Alternate
directors
Appointment and removal
18.1 Any director may appoint
any other person, including another director, to act in his place as an alternate director. No appointment shall take effect until the
director has given notice of the appointment to the other directors. Such notice must be given to each other director by either of the
following methods:
(a) by
notice in writing in accordance with the notice provisions;
(b) if
the other director has an email address, by emailing to that address a scanned copy of the notice as a PDF attachment (the PDF version
being deemed to be the notice unless Article 33.7 applies), in which event notice shall be taken to be given on the date of receipt
by the recipient in readable form. For the avoidance of doubt, the same email may be sent to the email address of more than one director
(and to the email address of the Company pursuant to Article 18.4(c)).
18.2 Without limitation to
the preceding Article, a director may appoint an alternate for a particular meeting by sending an email to his fellow directors informing
them that they are to take such email as notice of such appointment for such meeting. Such appointment shall be effective without the
need for a signed notice of appointment or the giving of notice to the Company in accordance with Article 18.4.
18.3 A director may revoke
his appointment of an alternate at any time. No revocation shall take effect until the director has given notice of the revocation to
the other directors. Such notice must be given by either of the methods specified in Article 18.1.
18.4 A notice of appointment
or removal of an alternate director must also be given to the Company by any of the following methods:
(a) by
notice in writing in accordance with the notice provisions;
(b) if
the Company has a facsimile address for the time being, by sending by facsimile transmission to that facsimile address a facsimile copy
or, otherwise, by sending by facsimile transmission to the facsimile address of the Company’s registered office a facsimile copy
(in either case, the facsimile copy being deemed to be the notice unless Article 33.7 applies), in which event notice shall be taken
to be given on the date of an error-free transmission report from the sender’s fax machine;
(c) if
the Company has an email address for the time being, by emailing to that email address a scanned copy of the notice as a PDF attachment
or, otherwise, by emailing to the email address provided by the Company’s registered office a scanned copy of the notice as a PDF
attachment (in either case, the PDF version being deemed to be the notice unless Article 33.7 applies), in which event notice shall
be taken to be given on the date of receipt by the Company or the Company’s registered office (as appropriate) in readable form;
or
(d) if
permitted pursuant to the notice provisions, in some other form of approved Electronic Record delivered in accordance with those provisions
in writing.
Notices
18.5 All notices of meetings
of directors shall continue to be given to the appointing director and not to the alternate.
Rights of alternate director
18.6 An alternate director
shall be entitled to attend and vote at any board meeting or meeting of a committee of the directors at which the appointing director
is not personally present, and generally to perform all the functions of the appointing director in his absence.
18.7 For the avoidance of
doubt:
(a) if
another director has been appointed an alternate director for one or more directors, he shall be entitled to a separate vote in his own
right as a director and in right of each other director for whom he has been appointed an alternate; and
(b) if
a person other than a director has been appointed an alternate director for more than one director, he shall be entitled to a separate
vote in right of each director for whom he has been appointed an alternate.
18.8 An
alternate director, however, is not entitled to receive any remuneration from the Company for services rendered as an alternate director.
Appointment ceases when the appointor ceases
to be a director
18.9 An alternate director
shall cease to be an alternate director if the director who appointed him ceases to be a director.
Status of alternate director
18.10 An alternate director
shall carry out all functions of the director who made the appointment.
18.11 Save where otherwise
expressed, an alternate director shall be treated as a director under these Articles.
18.12 An alternate director
is not the agent of the director appointing him.
18.13 An alternate director
is not entitled to any remuneration for acting as alternate director.
Status of the director making the appointment
18.14 A director who has appointed
an alternate is not thereby relieved from the duties which he owes the Company.
19. Powers
of directors
Powers of directors
19.1 Subject to the provisions
of the Act, the Memorandum and these Articles, the business of the Company shall be managed by the directors who may for that purpose
exercise all the powers of the Company.
19.2 No prior act of the directors
shall be invalidated by any subsequent alteration of the Memorandum or these Articles. However, to the extent allowed by the Act, following
the consummation of the IPO Members may by Special Resolution validate any prior or future act of the directors which would otherwise
be in breach of their duties.
Appointments to office
19.3 The directors may appoint
a director:
(a) as
chairman of the board of directors;
(b) as
vice-chairman of the board of directors;
(c) as
managing director;
(d) to
any other executive office
for such period and on such terms, including
as to remuneration, as they think fit.
19.4 The appointee must consent
in writing to holding that office.
19.5 Where a chairman is appointed
he shall, unless unable to do so, preside at every meeting of directors.
19.6 If there is no chairman,
or if the chairman is unable to preside at a meeting, that meeting may select its own chairman; or the directors may nominate one of their
number to act in place of the chairman should he ever not be available.
19.7 Subject to the provisions
of the Act, the directors may also appoint any person, who need not be a director:
(a) as
Secretary; and
(b) to
any office that may be required (including, for the avoidance of doubt, one or more chief executive officers, presidents, a chief financial
officer, a treasurer, vice-presidents, one or more assistant vice-presidents, one or more assistant treasurers and one or more assistant
secretaries),
for such period and on such terms, including
as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the directors decide.
19.8 The Secretary or Officer
must consent in writing to holding that office.
19.9 A director, Secretary
or other Officer of the Company may not hold the office, or perform the services, of Auditor.
Remuneration
19.10 The remuneration to
be paid to the directors, if any, shall be such remuneration as the directors shall determine, provided that no cash remuneration shall
be paid to any director prior to the consummation of a Business Combination. The directors shall also, whether prior to or after the consummation
of a Business Combination, be entitled to be paid all out of pocket expenses properly incurred by them in connection with activities on
behalf of the Company, including identifying and consummating a Business Combination.
19.11 Remuneration may take
any form and may include arrangements to pay pensions, health insurance, death or sickness benefits, whether to the director or to any
other person connected to or related to him.
19.12 Unless his fellow directors
determine otherwise, a director is not accountable to the Company for remuneration or other benefits received from any other company which
is in the same group as the Company or which has common shareholdings.
Disclosure of information
19.13 The directors may release
or disclose to a third party any information regarding the affairs of the Company, including any information contained in the Register
of Members relating to a Member, (and they may authorise any director, Officer or other authorised agent of the Company to release or
disclose to a third party any such information in his possession) if:
(a) the
Company or that person, as the case may be, is lawfully required to do so under the laws of any jurisdiction to which the Company is subject;
or
(b) such
disclosure is in compliance with the rules of any stock exchange upon which the Company’s shares are listed; or
(c) such
disclosure is in accordance with any contract entered into by the Company; or
(d) the
directors are of the opinion such disclosure would assist or facilitate the Company’s operations.
20. Delegation
of powers
Power to delegate any of the directors’
powers to a committee
20.1 The directors may delegate
any of their powers to any committee consisting of one or more persons who need not be Members (including, without limitation, the Audit
Committee, the Compensation Committee and the Nominating Committee). Persons on the committee may include non-directors so long as the
majority of those persons are directors.
20.2 The delegation may be
collateral with, or to the exclusion of, the directors’ own powers.
20.3 The delegation may be
on such terms as the directors think fit, including provision for the committee itself to delegate to a sub-committee; save that any delegation
must be capable of being revoked or altered by the directors at will.
20.4 Unless otherwise permitted
by the directors, a committee must follow the procedures prescribed for the taking of decisions by directors.
20.5 The directors may adopt
formal written charters for committees and, if so adopted, shall review and assess the adequacy of such formal written charters on an
annual basis. Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth
in the Articles and shall have such powers as the directors may delegate pursuant to the Articles and as required by the rules and
regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law.
Each of the Audit Committee, the Compensation Committee and the Nominating Committee, if established, shall consist of such number of
directors as the directors shall from time to time determine (or such minimum number as may be required from time to time by the rules and
regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law).
For so long as any class of Shares is listed on the Designated Stock Exchange, the Audit Committee, the Compensation Committee and the
Nominating and Corporate Governance Committee shall be made up of such number of Independent Directors as is required from time to time
by the rules and regulations of the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent
regulatory authority or otherwise under Applicable Law.
Power to appoint an agent of the Company
20.6 The directors may appoint
any person, either generally or in respect of any specific matter, to be the agent of the Company with or without authority for that person
to delegate all or any of that person’s powers. The directors may make that appointment:
(a) by
causing the Company to enter into a power of attorney or agreement; or
(b) in
any other manner they determine.
Power to appoint an attorney or authorised
signatory of the Company
20.7 The directors may appoint
any person, whether nominated directly or indirectly by the directors, to be the attorney or the authorised signatory of the Company.
The appointment may be:
(a) for
any purpose;
(b) with
the powers, authorities and discretions;
(c) for
the period; and
(d) subject
to such conditions
as they think fit. The powers, authorities
and discretions, however, must not exceed those vested in, or exercisable, by the directors under these Articles. The directors may do
so by power of attorney or any other manner they think fit.
20.8 Any power of attorney
or other appointment may contain such provision for the protection and convenience for persons dealing with the attorney or authorised
signatory as the directors think fit. Any power of attorney or other appointment may also authorise the attorney or authorised signatory
to delegate all or any of the powers, authorities and discretions vested in that person.
Power to appoint a proxy
20.9 Any director may appoint
any other person, including another director, to represent him at any meeting of the directors. If a director appoints a proxy, then for
all purposes the presence or vote of the proxy shall be deemed to be that of the appointing director.
20.10 Articles 18.1 to 18.4
inclusive (relating to the appointment by directors of alternate directors) apply, mutatis mutandis, to the appointment of proxies by
directors.
20.11 A proxy is an agent
of the director appointing him and is not an Officer.
21. Meetings
of directors
Regulation of directors’ meetings
21.1 Subject to the provisions
of these Articles, the directors may regulate their proceedings as they think fit.
Calling meetings
21.2 Any director may call
a meeting of directors at any time. The Secretary, if any, must call a meeting of the directors if requested to do so by a director.
Notice of meetings
21.3 Every director shall
be given notice of a meeting, although a director may waive retrospectively the requirement to be given notice. Notice may be oral. Attendance
at a meeting without written objection shall be deemed to be a waiver of such notice requirement.
Period of notice
21.4 At least five Clear Days’
notice of a meeting of directors must be given to directors. A meeting may be convened on shorter notice with the consent of all directors.
Use of technology
21.5 A director may participate
in a meeting of directors through the medium of conference telephone, video or any other form of communications equipment providing all
persons participating in the meeting are able to hear and speak to each other throughout the meeting.
21.6 A director participating
in this way is deemed to be present in person at the meeting.
Place of meetings
21.7 If all the directors
participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of
them is.
Quorum
21.8 The quorum for the transaction
of business at a meeting of directors shall be two unless the directors fix some other number or unless the Company has only one director.
Voting
21.9 A question which arises
at a board meeting shall be decided by a majority of votes. If votes are equal the chairman may, if he wishes, exercise a casting vote.
Validity
21.10 Anything done at a meeting
of directors is unaffected by the fact that it is later discovered that any person was not properly appointed, or had ceased to be a director,
or was otherwise not entitled to vote.
Recording of dissent
21.11 A director present at
a meeting of directors shall be presumed to have assented to any action taken at that meeting unless:
(a) his
dissent is entered in the minutes of the meeting; or
(b) he
has filed with the meeting before it is concluded signed dissent from that action; or
(c) he
has forwarded to the Company as soon as practical following the conclusion of that meeting signed dissent.
A director who votes in favour of an
action is not entitled to record his dissent to it.
Written resolutions
21.12 The directors may pass
a resolution in writing without holding a meeting if all directors sign a document or sign several documents in the like form each signed
by one or more of those directors.
21.13 Despite the foregoing,
a resolution in writing signed by a validly appointed alternate director or by a validly appointed proxy need not also be signed by the
appointing director. If a written resolution is signed personally by the appointing director, it need not also be signed by his alternate
or proxy.
21.14 Such written resolution
shall be as effective as if it had been passed at a meeting of the directors duly convened and held; and it shall be treated as having
been passed on the day and at the time that the last director signs.
Sole director’s minute
21.15 Where a sole director
signs a minute recording his decision on a question, that record shall constitute the passing of a resolution in those terms.
22. Permissible
directors’ interests and disclosure
Permissible interests subject to disclosure
22.1 Save as expressly permitted
by these Articles or as set out below, a director may not have a direct or indirect interest or duty which conflicts or may possibly conflict
with the interests of the Company.
22.2 If, notwithstanding the
prohibition in the preceding Article, a director discloses to his fellow directors the nature and extent of any material interest or duty
in accordance with the next Article, he may:
(a) be
a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is or may otherwise be
interested; or
(b) be
interested in another body corporate promoted by the Company or in which the Company is otherwise interested. In particular, the director
may be a director, secretary or officer of, or employed by, or be a party to any transaction or arrangement with, or otherwise interested
in, that other body corporate.
22.3 Such disclosure may be
made at a meeting of the board or otherwise (and, if otherwise, it must be made in writing). The director must disclose the nature and
extent of his direct or indirect interest in or duty in relation to a transaction or arrangement or series of transactions or arrangements
with the Company or in which the Company has any material interest.
22.4 If a director has made
disclosure in accordance with the preceding Article, then he shall not, by reason only of his office, be accountable to the Company for
any benefit that he derives from any such transaction or arrangement or from any such office or employment or from any interest in any
such body corporate, and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.
Notification of interests
22.5 For the purposes of the
preceding Articles:
(a) a
general notice that a director gives to the other directors that he is to be regarded as having an interest of the nature and extent specified
in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a
disclosure that he has an interest in or duty in relation to any such transaction of the nature and extent so specified; and
(b) an
interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as
an interest of his.
Voting where a director is interested in a
matter
22.6 A director may vote at
a meeting of directors on any resolution concerning a matter in which that director has an interest or duty, whether directly or indirectly,
so long as that director discloses any material interest pursuant to these Articles. The director shall be counted towards a quorum of
those present at the meeting. If the director votes on the resolution, his vote shall be counted.
22.7 Where proposals are under
consideration concerning the appointment of two or more directors to offices or employment with the Company or any body corporate in which
the Company is interested, the proposals may be divided and considered in relation to each director separately and each of the directors
concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his or her own appointment.
23. Minutes
The Company shall cause minutes to be
made in books kept for the purpose in accordance with the Act.
24. Accounts
and audit
Accounting and other records
24.1 The directors must ensure
that proper accounting and other records are kept, and that accounts and associated reports are distributed in accordance with the requirements
of the Act.
No automatic right of inspection
24.2 Members are only entitled
to inspect the Company’s records if they are expressly entitled to do so by law, or by resolution made by the directors or passed
by Ordinary Resolution.
Sending of accounts and reports
24.3 The Company’s accounts
and associated directors’ report or auditor’s report that are required or permitted to be sent to any person pursuant to any
law shall be treated as properly sent to that person if:
(a) they
are sent to that person in accordance with the notice provisions: or
(b) they
are published on a website providing that person is given separate notice of:
(i) the
fact that publication of the documents has been published on the website;
(ii) the
address of the website; and
(iii) the
place on the website where the documents may be accessed; and
(iv) how
they may be accessed.
24.4 If, for any reason, a
person notifies the Company that he is unable to access the website, the Company must, as soon as practicable, send the documents to that
person by any other means permitted by these Articles. This, however, will not affect when that person is taken to have received the documents
under the next Article.
Time of receipt if documents are published on
a website
24.5 Documents sent by being
published on a website in accordance with the preceding two Articles are only treated as sent at least five Clear Days before the date
of the meeting at which they are to be laid if:
(a) the
documents are published on the website throughout a period beginning at least five Clear Days before the date of the meeting and ending
with the conclusion of the meeting; and
(b) the
person is given at least five Clear Days’ notice of the hearing.
Validity despite accidental error in publication
on website
24.6 If, for the purpose of
a meeting, documents are sent by being published on a website in accordance with the preceding Articles, the proceedings at that meeting
are not invalidated merely because:
(a) those
documents are, by accident, published in a different place on the website to the place notified; or
(b) they
are published for part only of the period from the date of notification until the conclusion of that meeting.
Audit
24.7 The directors may appoint
an Auditor of the Company who shall hold office on such terms as the directors determine.
24.8 Without prejudice to
the freedom of the directors to establish any other committee, if the Shares (or depositary receipts therefor) are listed or quoted on
the Designated Stock Exchange, and if required by the Designated Stock Exchange, the directors shall establish and maintain an Audit Committee
as a committee of the directors and shall adopt a formal written Audit Committee charter and review and assess the adequacy of the formal
written charter on an annual basis. The composition and responsibilities of the Audit Committee shall comply with the rules and regulations
of the SEC and the Designated Stock Exchange. The Audit Committee shall meet at least once every financial quarter, or more frequently
as circumstances dictate.
24.9 If the Shares are listed
or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing
basis and shall utilise the Audit Committee for the review and approval of potential conflicts of interest.
24.10 The remuneration of
the Auditor shall be fixed by the Audit Committee (if one exists).
24.11 If the office of Auditor
becomes vacant by resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability
at a time when his services are required, the directors shall fill the vacancy and determine the remuneration of such Auditor.
24.12 Every Auditor of the
Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require
from the directors and officers of the Company such information and explanation as may be necessary for the performance of the duties
of the Auditor.
24.13 Auditors shall, if so
required by the directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting
following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at
the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of
Companies as an exempted company, and at any other time during their term of office, upon request of the directors or any general meeting
of the Members.
24.14 Any payment made to
members of the Audit Committee (if one exists) shall require the review and approval of the directors, with any director interested in
such payment abstaining from such review and approval.
24.15 The Audit Committee
shall monitor compliance with the terms of the IPO and, if any non-compliance is identified, the Audit Committee shall be charged with
the responsibility to take all action necessary to rectify such non-compliance or otherwise cause compliance with the terms of the IPO.
25. Financial
year
Unless the directors otherwise specify,
the financial year of the Company:
(a) shall
end on 31st December in the year of its incorporation and each following year; and
(b) shall
begin when it was incorporated and on 1st January each following year.
26. Record
dates
Except to the extent of any conflicting
rights attached to Shares, the directors may fix any time and date as the record date for:
(a) calling
a general meeting;
(b) declaring
or paying a dividend;
(c) making
or issuing an allotment of Shares; or
(d) conducting
any other business required pursuant to these Articles.
The record date may be before or after
the date on which a dividend, allotment or issue is declared, paid or made.
27. Dividends
Declaration of dividends by Members
27.1 Subject to the provisions
of the Act, the Company may by Ordinary Resolution declare dividends in accordance with the respective rights of the Members but no dividend
shall exceed the amount recommended by the directors.
Payment of interim dividends and declaration
of final dividends by directors
27.2 The directors may pay
interim dividends or declare final dividends in accordance with the respective rights of the Members if it appears to them that they are
justified by the financial position of the Company and that such dividends may lawfully be paid.
27.3 Subject to the provisions
of the Act, in relation to the distinction between interim dividends and final dividends, the following applies:
(a) Upon
determination to pay a dividend or dividends described as interim by the directors in the dividend resolution, no debt shall be created
by the declaration until such time as payment is made.
(b) Upon
declaration of a dividend or dividends described as final by the directors in the dividend resolution, a debt shall be created immediately
following the declaration, the due date to be the date the dividend is stated to be payable in the resolution.
If the resolution fails to specify whether
a dividend is final or interim, it shall be assumed to be interim.
27.4 In relation to Shares
carrying differing rights to dividends or rights to dividends at a fixed rate, the following applies:
(a) If
the share capital is divided into different classes, the directors may pay dividends on Shares which confer deferred or non- preferred
rights with regard to dividends as well as on Shares which confer preferential rights with regard to dividends but no dividend shall be
paid on Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears.
(b) The
directors may also pay, at intervals settled by them, any dividend payable at a fixed rate if it appears to them that there are sufficient
funds of the Company lawfully available for distribution to justify the payment.
(c) If
the directors act in good faith, they shall not incur any liability to the Members holding Shares conferring preferred rights for any
loss those Members may suffer by the lawful payment of the dividend on any Shares having deferred or non-preferred rights.
Apportionment of dividends
27.5 Except as otherwise provided
by the rights attached to Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares on which the
dividend is paid. All dividends shall be apportioned and paid proportionately to the amount paid up on the Shares during the time or part
of the time in respect of which the dividend is paid. If a Share is issued on terms providing that it shall rank for dividend as from
a particular date, that Share shall rank for dividend accordingly.
Right of set off
27.6 The directors may deduct
from a dividend or any other amount payable to a person in respect of a Share any amount due by that person to the Company on a call or
otherwise in relation to a Share.
Power to pay other than in cash
27.7 If the directors so determine,
any resolution declaring a dividend may direct that it shall be satisfied wholly or partly by the distribution of assets. If a difficulty
arises in relation to the distribution, the directors may settle that difficulty in any way they consider appropriate. For example, they
may do any one or more of the following:
(a) issue
fractional Shares;
(b) fix
the value of assets for distribution and make cash payments to some Members on the footing of the value so fixed in order to adjust the
rights of Members; and
(c) vest
some assets in trustees.
How payments may be made
27.8 A dividend or other monies
payable on or in respect of a Share may be paid in any of the following ways:
(a) if
the Member holding that Share or other person entitled to that Share nominates a bank account for that purpose - by wire transfer to that
bank account; or
(b) by
cheque or warrant sent by post to the registered address of the Member holding that Share or other person entitled to that Share.
27.9 For the purpose of paragraph
(a) of the preceding Article, the nomination may be in writing or in an Electronic Record and the bank account nominated may be the
bank account of another person. For the purpose of paragraph (b) of the preceding Article, subject to any Applicable Law or regulation,
the cheque or warrant shall be made to the order of the Member holding that Share or other person entitled to the Share or to his nominee,
whether nominated in writing or in an Electronic Record, and payment of the cheque or warrant shall be a good discharge to the Company.
27.10 If two or more persons
are registered as the holders of the Share or are jointly entitled to it by reason of the death or bankruptcy of the registered holder
(Joint Holders), a dividend (or other amount) payable on or in respect of that Share may be paid as follows:
(a) to
the registered address of the Joint Holder of the Share who is named first on the Register of Members or to the registered address of
the deceased or bankrupt holder, as the case may be; or
(b) to
the address or bank account of another person nominated by the Joint Holders, whether that nomination is in writing or in an Electronic
Record.
27.11 Any Joint Holder of
a Share may give a valid receipt for a dividend (or other amount) payable in respect of that Share.
Dividends or other moneys not to bear interest
in absence of special rights
27.12 Unless provided for
by the rights attached to a Share, no dividend or other monies payable by the Company in respect of a Share shall bear interest.
Dividends unable to be paid or unclaimed
27.13 If a dividend cannot
be paid to a Member or remains unclaimed within six weeks after it was declared or both, the directors may pay it into a separate account
in the Company’s name. If a dividend is paid into a separate account, the Company shall not be constituted trustee in respect of
that account and the dividend shall remain a debt due to the Member.
27.14 A dividend that remains
unclaimed for a period of six years after it became due for payment shall be forfeited to, and shall cease to remain owing by, the Company.
28. Capitalisation
of profits
Capitalisation of profits or of any share premium
account or capital redemption reserve
28.1 The directors may resolve
to capitalise:
(a) any
part of the Company’s profits not required for paying any preferential dividend (whether or not those profits are available for
distribution); or
(b) any
sum standing to the credit of the Company’s share premium account or capital redemption reserve, if any.
The amount resolved to be capitalised
must be appropriated to the Members who would have been entitled to it had it been distributed by way of dividend and in the same proportions.
The benefit to each Member so entitled must be given in either or both of the following ways:
(a) by
paying up the amounts unpaid on that Member’s Shares;
(b) by
issuing Fully Paid Shares, debentures or other securities of the Company to that Member or as that Member directs. The directors may resolve
that any Shares issued to the Member in respect of partly paid Shares (Original Shares) rank for dividend only to the extent that the
Original Shares rank for dividend while those Original Shares remain partly paid.
Applying an amount for the benefit of members
28.2 The amount capitalised
must be applied to the benefit of Members in the proportions to which the Members would have been entitled to dividends if the amount
capitalised had been distributed as a dividend.
28.3 Subject to the Act, if
a fraction of a Share, a debenture, or other security is allocated to a Member, the directors may issue a fractional certificate to that
Member or pay him the cash equivalent of the fraction.
29. Share
premium account directors to maintain share premium account
29.1 The directors shall establish
a share premium account in accordance with the Act. They shall carry to the credit of that account from time to time an amount equal to
the amount or value of the premium paid on the issue of any Share or capital contributed or such other amounts required by the Act.
Debits to share premium account
29.2 The following amounts
shall be debited to any share premium account:
(a) on
the redemption or purchase of a Share, the difference between the nominal value of that Share and the redemption or purchase price; and
(b) any
other amount paid out of a share premium account as permitted by the Act.
29.3 Notwithstanding the preceding
Article, on the redemption or purchase of a Share, the directors may pay the difference between the nominal value of that Share and the
redemption purchase price out of the profits of the Company or, as permitted by the Act, out of capital.
30. Seal
Company seal
30.1 The Company may have
a seal if the directors so determine.
Duplicate seal
30.2 Subject to the provisions
of the Act, the Company may also have a duplicate seal or seals for use in any place or places outside the Islands. Each duplicate seal
shall be a facsimile of the original seal of the Company. However, if the directors so determine, a duplicate seal shall have added on
its face the name of the place where it is to be used.
When and how seal is to be used
30.3 A seal may only be used
by the authority of the directors. Unless the directors otherwise determine, a document to which a seal is affixed must be signed in one
of the following ways:
(a) by
a director (or his alternate) and the Secretary; or
(b) by
a single director (or his alternate).
If no seal is adopted or used
30.4 If the directors do not
adopt a seal, or a seal is not used, a document may be executed in the following manner:
(a) by
a director (or his alternate) or any Officer to which authority has been delegated by resolution duly adopted by the directors; or
(b) by
a single director (or his alternate); or
(c) in
any other manner permitted by the Act.
Power to allow non-manual signatures and facsimile
printing of seal
30.5 The directors may determine
that either or both of the following applies:
(a) that
the seal or a duplicate seal need not be affixed manually but may be affixed by some other method or system of reproduction;
(b) that
a signature required by these Articles need not be manual but may be a mechanical or Electronic Signature.
Validity of execution
30.6 If a document is duly
executed and delivered by or on behalf of the Company, it shall not be regarded as invalid merely because, at the date of the delivery,
the Secretary, or the director, or other Officer or person who signed the document or affixed the seal for and on behalf of the Company
ceased to be the Secretary or hold that office and authority on behalf of the Company.
31. Indemnity
Indemnity
31.1 To the extent permitted
by Applicable Law, the Company shall indemnify each existing or former Secretary, director (including alternate director), and other Officer
of the Company (including an investment adviser or an administrator or liquidator) and their personal representatives against:
(a) all
actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former Secretary
or Officer in or about the conduct of the Company’s business or affairs or in the execution or discharge of the existing or former
Secretary’s or Officer’s duties, powers, authorities or discretions; and
(b) without
limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing or former Secretary or Officer in defending
(whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed)
concerning the Company or its affairs in any court or tribunal, whether in the Islands or elsewhere.
No such existing or former Secretary
or Officer, however, shall be indemnified in respect of any matter arising out of his own actual fraud, wilful default or wilful neglect.
31.2 To the extent permitted
by Applicable Law, the Company may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal
costs incurred by an existing or former Secretary or Officer of the Company in respect of any matter identified in paragraph (a) or
paragraph (b) of the preceding Article on condition that the Secretary or Officer must repay the amount paid by the Company
to the extent that it is ultimately found not liable to indemnify the Secretary or that Officer for those legal costs.
Release
31.3 To the extent permitted
by Applicable Law, the Company may by Special Resolution release any existing or former director (including alternate director), Secretary
or other Officer of the Company from liability for any loss or damage or right to compensation which may arise out of or in connection
with the execution or discharge of the duties, powers, authorities or discretions of his office; but there may be no release from liability
arising out of or in connection with that person’s own actual fraud, wilful default or wilful neglect.
Insurance
31.4 To the extent permitted
by Applicable Law, the Company may pay, or agree to pay, a premium in respect of a contract insuring each of the following persons against
risks determined by the directors, other than liability arising out of that person’s own dishonesty:
(a) an
existing or former director (including alternate director), Secretary or Officer or auditor of:
(i) the
Company;
(ii) a
company which is or was a subsidiary of the Company;
(iii) a
company in which the Company has or had an interest (whether direct or indirect); and
(b) a
trustee of an employee or retirement benefits scheme or other trust in which any of the persons referred to in paragraph (a) is or
was interested.
32. Notices
Form of notices
32.1 Save where these Articles
provide otherwise, any notice to be given to or by any person pursuant to these Articles shall be:
(a) in
writing signed by or on behalf of the giver in the manner set out below for written notices; or
(b) subject
to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic Signature and authenticated in accordance
with Articles about authentication of Electronic Records; or
(c) where
these Articles expressly permit, by the Company by means of a website.
Electronic communications
32.2 Without limitation to
Articles 18.1 to 18.4 inclusive (relating to the appointment and removal by directors of alternate directors) and to Articles 20.8 to
20.10 inclusive (relating to the appointment by directors of proxies), a notice may only be given to the Company in an Electronic Record
if:
(a) the
directors so resolve;
(b) the
resolution states how an Electronic Record may be given and, if applicable, specifies an email address for the Company; and
(c) the
terms of that resolution are notified to the Members for the time being and, if applicable, to those directors who were absent from the
meeting at which the resolution was passed.
If the resolution is revoked or varied,
the revocation or variation shall only become effective when its terms have been similarly notified.
32.3 A notice may not be given
by Electronic Record to a person other than the Company unless the recipient has notified the giver of an Electronic address to which
notice may be sent.
Persons authorised to give notices
32.4 A notice by either the
Company or a Member pursuant to these Articles may be given on behalf of the Company or a Member by a director or company secretary of
the Company or a Member.
Delivery of written notices
32.5 Save where these Articles
provide otherwise, a notice in writing may be given personally to the recipient, or left at (as appropriate) the Member’s or director’s
registered address or the Company’s registered office, or posted to that registered address or registered office.
Joint holders
32.6 Where Members are joint
holders of a Share, all notices shall be given to the Member whose name first appears in the Register of Members.
Signatures
32.7 A written notice shall
be signed when it is autographed by or on behalf of the giver, or is marked in such a way as to indicate its execution or adoption by
the giver.
32.8 An Electronic Record
may be signed by an Electronic Signature.
Evidence of transmission
32.9 A notice given by Electronic
Record shall be deemed sent if an Electronic Record is kept demonstrating the time, date and content of the transmission, and if no notification
of failure to transmit is received by the giver.
32.10 A notice given in writing
shall be deemed sent if the giver can provide proof that the envelope containing the notice was properly addressed, pre-paid and posted,
or that the written notice was otherwise properly transmitted to the recipient.
Giving notice to a deceased or bankrupt Member
32.11 A notice may be given
by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending or delivering it, in
any manner authorised by these Articles for the giving of notice to a Member, addressed to them by name, or by the title of representatives
of the deceased, or trustee of the bankrupt or by any like description, at the address, if any, supplied for that purpose by the persons
claiming to be so entitled.
32.12 Until such an address
has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.
Date of giving notices
32.13 A notice is given on
the date identified in the following table.
|
Method for giving notices
|
When taken to be given
|
|
Personally
|
At the time and date of delivery
|
|
By leaving it at the member’s registered address
|
At the time and date it was left
|
|
If the recipient has an address within the Islands, by posting it by prepaid post to the street or postal address of that recipient
|
48 hours after it was posted
|
|
If the recipient has an address outside the Islands, by posting it by prepaid airmail to the street or postal address of that recipient
|
3 Clear Days after posting
|
|
By Electronic Record (other than publication on a website), to recipient’s Electronic address
|
Within 24 hours after it was sent
|
|
By publication on a website
|
See these Articles about the time when notice of a meeting of Members or accounts and reports, as the case may be, are published on a website
|
Saving provision
32.14 None of the preceding
notice provisions shall derogate from these Articles about the delivery of written resolutions of directors and written resolutions of
Members.
33. Authentication
of Electronic Records
Application of Articles
33.1 Without limitation to
any other provision of these Articles, any notice, written resolution or other document under these Articles that is sent by Electronic
means by a Member, or by the Secretary, or by a director or other Officer of the Company, shall be deemed to be authentic if either Article 33.2
or Article 33.4 applies.
Authentication of documents sent by Members
by Electronic means
33.2 An Electronic Record
of a notice, written resolution or other document sent by Electronic means by or on behalf of one or more Members shall be deemed to be
authentic if the following conditions are satisfied:
(a) the
Member or each Member, as the case may be, signed the original document, and for this purpose Original Document includes several documents
in like form signed by one or more of those Members; and
(b) the
Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, that Member to an address specified
in accordance with these Articles for the purpose for which it was sent; and
(c) Article 33.7
does not apply.
33.3 For example, where a
sole Member signs a resolution and sends the Electronic Record of the original resolution, or causes it to be sent, by facsimile transmission
to the address in these Articles specified for that purpose, the facsimile copy shall be deemed to be the written resolution of that Member
unless Article 33.7 applies.
Authentication of document sent by the Secretary
or Officers of the Company by Electronic means
33.4 An Electronic Record
of a notice, written resolution or other document sent by or on behalf of the Secretary or an Officer or Officers of the Company shall
be deemed to be authentic if the following conditions are satisfied:
(a) the
Secretary or the Officer or each Officer, as the case may be, signed the original document, and for this purpose Original Document includes
several documents in like form signed by the Secretary or one or more of those Officers; and
(b) the
Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, the Secretary or that Officer to an
address specified in accordance with these Articles for the purpose for which it was sent; and
(c) Article 33.7
does not apply.
This Article applies whether the
document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the Company.
33.5 For example, where a
sole director signs a resolution and scans the resolution, or causes it to be scanned, as a PDF version which is attached to an email
sent to the address in these Articles specified for that purpose, the PDF version shall be deemed to be the written resolution of that
director unless Article 33.7 applies.
Manner of signing
33.6 For the purposes of these
Articles about the authentication of Electronic Records, a document will be taken to be signed if it is signed manually or in any other
manner permitted by these Articles.
Saving provision
33.7 A notice, written resolution
or other document under these Articles will not be deemed to be authentic if the recipient, acting reasonably:
(a) believes
that the signature of the signatory has been altered after the signatory had signed the original document; or
(b) believes
that the original document, or the Electronic Record of it, was altered, without the approval of the signatory, after the signatory signed
the original document; or
(c) otherwise
doubts the authenticity of the Electronic Record of the document and the recipient promptly gives notice to the sender setting the grounds
of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity of the Electronic Record in
any way the sender thinks fit.
34. Transfer
by way of continuation
34.1 The Company may, by Special
Resolution, resolve to be registered by way of continuation in a jurisdiction outside:
(a) the
Islands; or
(b) such
other jurisdiction in which it is, for the time being, incorporated, registered or existing.
34.2 To give effect to any
resolution made pursuant to the preceding Article, the directors may cause the following:
(a) an
application be made to the Registrar of Companies to deregister the Company in the Islands or in the other jurisdiction in which it is
for the time being incorporated, registered or existing; and
(b) all
such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.
35. Winding
up
Distribution of assets in specie
35.1 If the Company is wound
up, the Members may, subject to these Articles and any other sanction required by the Act, pass a Special Resolution allowing the liquidator
to do either or both of the following:
(a) to
divide in specie among the Members the whole or any part of the assets of the Company and, for that purpose, to value any assets and to
determine how the division shall be carried out as between the Members or different classes of Members;
(b) to
vest the whole or any part of the assets in trustees for the benefit of Members and those liable to contribute to the winding up.
No obligation to accept liability
35.2 No Member shall be compelled
to accept any assets if an obligation attaches to them.
The directors are authorised to present a winding
up petition
35.3 The directors have the
authority to present a petition for the winding up of the Company to the Grand Court of the Cayman Islands on behalf of the Company without
the sanction of a resolution passed at a general meeting.
36. Amendment
of Memorandum and Articles
Power to change name or amend Memorandum
36.1 Subject to the Act, the
Company may, by Special Resolution:
(a) change
its name; or
(b) change
the provisions of its Memorandum with respect to its objects, powers or any other matter specified in the Memorandum.
Power to amend these Articles
36.2 Subject to the Act and
as provided in these Articles, the Company may, by Special Resolution, amend these Articles in whole or in part.
37. Mergers
and Consolidations
The Company shall have the
power to merge or consolidate with one or more constituent companies (as defined in the Act) upon such terms as the directors may determine
and (to the extent required by the Act) with the approval of a Special Resolution.
38. Business
Combination
38.1 Notwithstanding any other
provision of these Articles, this Article 38 shall apply during the period commencing upon the adoption of these Articles and terminating
upon the first to occur of the consummation of any Business Combination and the distribution of the Trust Account pursuant to Article 38.10.
In the event of a conflict between this Article 38 and any other Articles, the provisions of this Article 38 shall prevail and
this Article may not be amended prior to the consummation of a Business Combination without a Special Resolution.
38.2 Prior to the consummation
of any Business Combination, the Company shall either:
(a) submit
such Business Combination to its Members for approval; or
(b) provide
Members with the opportunity to have their Shares repurchased by means of a tender offer (a Tender Offer) for a per-Share
repurchase 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 such Business Combination, including interest earned on the funds held in the Trust Account not previously
released to the Company to pay its income taxes, if any, divided by the number of Public Shares then in issue, provided that the Company
shall not repurchase Public Shares in an amount that would cause the Company’s net tangible assets to be less than US$5,000,001.
38.3 If the Company initiates
any Tender Offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act in connection with a proposed Business Combination,
it shall file Tender Offer documents with the SEC prior to completing such Business Combination which contain substantially the same financial
and other information about such Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act.
38.4 If, alternatively, the
Company holds a general meeting to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with
a proxy solicitation pursuant to Regulation 14A of the Exchange Act, and not pursuant to the Tender Offer rules, and file proxy materials
with the SEC.
38.5 At a general meeting
called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved
by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination.
38.6 Any Member holding Public
Shares who is not a Founder, Officer or director may, contemporaneously with any vote on a Business Combination, elect to have their Public
Shares redeemed for cash (the IPO Redemption), provided that no such Member acting together with any Affiliate of his or any
other person with whom he is acting in concert or as a partnership, syndicate, or other group for the purposes of acquiring, holding,
or disposing of Shares may exercise this redemption right with respect to more than 15% of the Public Shares without the Company’s
prior consent, and provided further that any holder that holds Public Shares beneficially through a nominee must identify itself to the
Company in connection with any redemption election in order to validly redeem such Public Shares. In connection with any vote held to
approve a proposed Business Combination, holders of Public Shares seeking to exercise their redemption rights will be required to either
tender their certificates (if any) to the Company’s transfer agent or to deliver their shares to the transfer agent electronically
using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case up
to two business days prior to the initially scheduled vote on the proposal to approve a Business Combination. If so demanded, the Company
shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination or abstains
from voting, a per-Share redemption 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 a Business Combination, including interest earned on the Trust Account not previously
released to the Company to pay its income taxes, if any, divided by the number of Public Shares then in issue (such redemption price being
referred to herein as the Redemption Price), provided that the Company shall not repurchase Public Shares in an amount that
would cause the Company’s net tangible assets to be less than US$5,000,001.
38.7 The Redemption Price
shall be paid promptly following the consummation of the relevant Business Combination. If the proposed Business Combination is not approved
or completed for any reason then such redemptions shall be cancelled and share certificates (if any) returned to the relevant Members
as appropriate.
38.8 In the event that the
Company does not consummate a Business Combination by twenty-four months after the closing of the IPO, or such later time as the Members
of the Company may approve in accordance with these Articles, the Company shall:
(a) cease
all operations except for the purpose of winding up;
(b) 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 the Company to pay income taxes, if any (less up to US$100,000 of interest to pay dissolution expenses),
divided by the number of the Public Shares then in issue, which redemption will completely extinguish public Members’ rights as
Members (including the right to receive further liquidation distributions, if any); and
(c) as
promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the directors,
liquidate and dissolve,
subject in each case, to its obligations under Cayman Islands
law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law. If the Company shall wind
up for any other reason prior to the consummation of a Business Combination, the Company shall, as promptly as reasonably possible but
not more than ten business days thereafter, follow the foregoing procedures set out in this Article 38.8 with respect to the liquidation
of the Trust Account, subject to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject
to the other requirements of Applicable Law.
38.9 In the event that any
amendment is made to these Articles:
(a) that
would modify the substance or timing of the Company’s obligation to provide holders of Public Shares the right to:
(i) have
their shares redeemed or repurchased in connection with a Business Combination pursuant to Articles 38.2(b) or 38.6; or
(ii) redeem
100% of the Public Shares if the Company has not consummated an initial Business Combination within twenty-four months after the closing
of the IPO pursuant to Article 38.8; or
(b) with
respect to any other provision relating to the rights of holders of Public Shares,
each holder of Public Shares who is
not a Founder, Officer or director shall be provided with the opportunity to redeem their Public Shares upon the approval of any such
amendment (an Amendment Redemption) at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in
the Trust Account, including interest earned on the funds held in the Trust Account not previously released to the Company to pay income
taxes, if any, divided by the number of Public Shares then in issue.
38.10 Except for the withdrawal
of interest to pay income taxes, if any, none of the funds held in the Trust Account shall be released from the Trust Account:
(a) to
the Company, until completion of any Business Combination; or
(b) to
the Members holding Public Shares, until the earliest of:
(i) a
repurchase of Shares by means of a Tender Offer pursuant to Article 38.2(b);
(ii) an
IPO Redemption pursuant to Article 38.6;
(iii) a
distribution of the Trust Account pursuant to Article 38.8; or
(iv) an
Amendment Redemption pursuant to Article 38.9.
In no other circumstance shall a holder
of Public Shares have any right or interest of any kind in the Trust Account.
38.11 After the issue of Public
Shares (including pursuant to the Over-Allotment Option), and prior to the consummation of a Business Combination, the directors shall
not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive
funds from the Trust Account; or
(b) vote
as a class with the Public Shares:
(i) on
a Business Combination or on any other proposal presented to Members prior to or in connection with the completion of a Business Combination;
or
(ii) to
approve an amendment to these Articles to:
(A) extend
the time the Company has to consummate a Business Combination beyond twenty-four months after the closing of the IPO or twenty-seven months
after the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial
Business Combination within twenty-four months from the closing of IPO; or
(B) amend
the foregoing provisions of these Articles.
38.12 The Company must complete
one or more Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding
the amount of deferred underwriting discounts held in the Trust Account and taxes payable on the interest earned on the Trust Account)
at the time of the Company’s signing the agreement to enter into a Business Combination. An initial Business Combination must not
be effectuated solely with another blank cheque company or a similar company with nominal operations.
38.13 The uninterested Independent
Directors shall approve any transaction or transactions between the Company and any of the following parties:
(a) any
Member owning an interest in the voting power of the Company that gives such Member a significant influence over the Company; and
(b) any
director or Officer of the Company and any Affiliate or relative of such director or Officer.
38.14 A director may vote
in respect of any Business Combination in which such director has a conflict of interest with respect to the evaluation of such Business
Combination. Such director must disclose such interest or conflict to the other directors.
38.15 The Company may enter
into a Business Combination with a target business that is Affiliated with the Sponsor, a Founder, the directors of the Company or Officers.
In the event the Company seeks to complete the Business Combination with a target that is Affiliated with the Sponsor, a Founder, Officers
or directors, the Company, or a committee of Independent Directors, will obtain an opinion from an independent investment banking firm,
which is a member of United States Financial Industry Regulatory Authority, or another independent valuation or accounting firm that such
a Business Combination or transaction is fair to the Company from a financial point of view.
38.16 Any Business Combination
must be approved by the a majority of the Independent Directors.
39. Certain
Tax Filings
39.1 Each Tax Filing Authorised
Person and any such other person, acting alone, as any director shall designate from time to time, are authorised to file tax forms SS-4,
W-8 BEN, W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any US state or federal governmental
authorities or foreign governmental authorities in connection with the formation, activities and/or elections of the Company and such
other tax forms as may be approved from time to time by any director of the Company or an Officer. The Company further ratifies and approves
any such filing made by any Tax Filing Authorised Person or such other person prior to the date of these Articles.
40. Business
Opportunities
40.1 In recognition and anticipation
of the facts that: (a) directors, managers, officers, members, partners, managing members, employees and/or agents of one or more
members of the Investor Group (each of the foregoing, an “Investor Group Related Person”) may serve as directors of
the Company and/or Officers; and (b) the Investor Group engages, and may continue to engage in the same or similar activities or
related lines of business as those in which the Company, directly or indirectly, may engage and/or other business activities that overlap
with or compete with those in which the Company, directly or indirectly, may engage, the provisions under this heading “Business
Opportunities” are set forth to regulate and define the conduct of certain affairs of the Company as they may involve the Members
and the Investor Group Related Persons, and the powers, rights, duties and liabilities of the Company and its Officers, directors and
Members in connection therewith.
40.2 To the fullest extent
permitted by Applicable Law, the Investor Group and the Investor Group Related Persons shall have no duty, except and to the extent expressly
assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as
the Company. To the fullest extent permitted by Applicable Law, the Company renounces any interest or expectancy of the Company in, or
in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for either
the Investor Group or the Investor Group Related Persons, on the one hand, and the Company, on the other. Except to the extent expressly
assumed by contract, to the fullest extent permitted by Applicable Law, the Investor Group and the Investor Group Related Persons shall
have no duty to communicate or offer any such corporate opportunity to the Company and shall not be liable to the Company or its Members
for breach of any fiduciary duty as a Member, director of the Company and/or Officer solely by reason of the fact that such party pursues
or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another person, or does not
communicate information regarding such corporate opportunity to the Company, unless such opportunity is expressly offered to such Investor
Group Related Person solely in their capacity as an Officer or director of the Company and the opportunity is one the Company is permitted
to complete on a reasonable basis.
40.3 Except as provided elsewhere
in these Articles, the Company hereby renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate
in, any potential transaction or matter which may be a corporate opportunity for both the Company and the Investor Group, about which
a director of the Company and/or Officer who is also an Investor Group Related Person acquires knowledge.
40.4 To the extent a court
might hold that the conduct of any activity related to a corporate opportunity that is renounced in this Article to be a breach of
duty to the Company or its Members, the Company hereby waives, to the fullest extent permitted by Applicable Law, any and all claims and
causes of action that the Company may have for such activities. To the fullest extent permitted by Applicable Law, the provisions of this
Article apply equally to activities conducted in the future and that have been conducted in the past.
Exhibit
4.1
SPECIMEN
UNIT CERTIFICATE
NUMBER
UNITS U-[__]
G
Squared Ascend II Inc.
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SEE REVERSE FOR
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CERTAIN
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DEFINITIONS
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CUSIP G42041
106
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UNITS
CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-third OF ONE REDEEMABLE WARRANT TO PURCHASE
ONE CLASS A ORDINARY SHARE
THIS
CERTIFIES THAT is the owner of Units.
Each
Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary Shares”),
of G Squared Ascend II Inc., a Cayman Islands exempted company (the “Company”), and one-third (1/3) of one redeemable
warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one (1) Ordinary Share for
$11.50 per share (subject to adjustment). Each Warrant will become exercisable 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”), and will expire unless exercised before 5:00 p.m., New York City
Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier
upon redemption or liquidation (the “Expiration Date”). The Ordinary Shares and Warrants comprising the Units represented
by this certificate are not transferable separately prior to [_____], 2021, unless UBS Securities LLC elects to allow earlier
separate trading, subject to the Company’s filing with the Securities and Exchange Commission of a Current Report on Form
8-K containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the 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 and only whole warrants are exercisable. The terms of the Warrants are governed by a Warrant Agreement, dated as
of [ ], 2021, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the
terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance
hereof.
Copies
of the Warrant Agreement are on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York 10004,
and are available to any Warrant holder on written request and without cost.
Upon
the consummation of the Business Combination, the Units represented by this certificate will automatically separate into the Class
A Ordinary Shares and Warrants comprising such Units.
This
certificate is not valid unless countersigned by the Registrar and Transfer Agent of the Company.
This
certificate shall be governed by and construed in accordance with the internal laws of the State of New York.
Witness
the facsimile signatures of its duly authorized officers.
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By:
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Ward Davis
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Tom Hoban
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Chief Executive Officer
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Chief Financial Officer
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G
Squared Ascend II Inc.
The
Company will furnish without charge to each unitholder who so requests, a statement of the powers, designations, preferences and
relative, participating, optional or other special rights of each class of shares or series thereof of the Company and the qualifications,
limitations, or restrictions of such preferences and/or rights.
The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:
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TEN COM
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—
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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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TEN ENT
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—
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as tenants by the
entireties
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(Cust)
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(Minor)
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JT TEN
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—
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as joint tenants
with right of survivorship and not as tenants in common
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under
Uniform Gifts to Minors Act
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(State)
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Additional
abbreviations may also be used though not in the above list.
For
value received, hereby sells, assigns and transfers 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 does 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: 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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In
each case, as more fully described in the Company’s final prospectus dated ,
2021, 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 only (i)
in the event of the redemption of the Company’s Ordinary Shares sold in its initial public offering if the Company does
not consummate an initial business combination within the period of time set forth in the Company’s amended and restated
memorandum and articles of association, as the same may be amended from time to time, (ii) in connection with a shareholder vote
to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing
of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection
with the Company’s initial business combination or to redeem 100% of the Ordinary Shares if the Company does not complete
its initial business combination within the time period set forth therein or (B) with respect to any other provision relating
to the rights of holders of the Ordinary Shares, and (iii) if the holder(s) seek(s) to redeem for cash his, her, its or their
respective Ordinary Shares in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder
approval of the proposed initial business combination) setting forth the details of a proposed initial business combination. In
no other circumstances shall the holder(s) have any right or interest of any kind to or in the trust account.
Exhibit
4.2
SPECIMEN
CLASS A ORDINARY SHARE CERTIFICATE
NUMBER
SHARES
G
Squared Ascend II Inc.
INCORPORATED
UNDER THE LAWS OF THE CAYMAN ISLANDS
CLASS
A ORDINARY SHARES
SEE
REVERSE FOR
CERTAIN
DEFINITIONS
CUSIP
G42041 114
This
certifies that is the owner of
FULLY
PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF G Squared Ascend II Inc. (THE “COMPANY”)
subject
to the Company’s amended and restated memorandum and articles of association, as the same may be amended from time to time,
and transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly
endorsed.
The
Company will be forced to redeem all of its Class A ordinary shares if it is unable to complete a business combination within
the 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, all as more fully described in the Company’s final prospectus dated , 2021.
This
certificate is not valid unless countersigned by the Registrar and Transfer Agent and registered by the Registrar and Transfer
Agent.
Witness
the facsimile signatures of its duly authorized officers.
Dated: __________
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By:
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Ward Davis
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Tom Hoban
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Chief Executive Officer
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Chief Financial Officer
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G
Squared Ascend II Inc.
The
Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations,
or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be
held subject to all the provisions of the Company’s amended and restated memorandum and articles of association, as the
same may be amended from time to time, and resolutions of the Board of Directors providing for the issue of Class A ordinary shares
(copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance
hereof assents. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed
as though they were written out in full according to applicable laws or regulations:
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TEN COM
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—
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as tenants in common
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UNIF GIFT MIN ACT
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—
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Custodian
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TEN ENT
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—
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as tenants by the entireties
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(Cust)
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(Minor)
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JT TEN
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—
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as joint tenants with right of survivorship
and not as tenants in common
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under Uniform Gifts to Minors Act
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(State)
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Additional
abbreviations may also be used though not in the above list.
For
value received, hereby
sells, assigns and transfers unto
(PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))
(PLEASE
PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))
Shares
represented by the within Certificate, and does hereby irrevocably constitute and appoint Attorney to transfer the said shares
on the books of the within named Company with full power of substitution in the premises.
Dated:
__________
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NOTICE: THE SIGNATURE(S) 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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In
each case, as more fully described in the Company’s final prospectus dated , 2021, 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 only (i) in the event of the redemption of the Company’s Class A ordinary shares
sold in its initial public offering if the Company does not consummate an initial business combination within the period of time
set forth in the Company’s amended and restated memorandum and articles of association, as the same may be amended from
time to time, (ii) in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles
of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary
shares the right to have their shares redeemed in connection with the Company’s initial business combination or to redeem
100% of the Class A ordinary shares if the Company does not complete its initial business combination within the time period set
forth therein or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and
(iii) if the holder(s) seek(s) to redeem for cash his, her, its or their respective Class A ordinary shares in connection with
a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of the proposed initial business
combination) setting forth the details of a proposed initial business combination. In no other circumstances shall the holder(s)
have any right or interest of any kind to or in the trust account.
Exhibit
4.3
[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
G
Squared Ascend II Inc.
Incorporated
Under the Laws of the Cayman Islands
CUSIP
G42041 122
Warrant
Certificate
This
Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [ ] warrant(s) (the “Warrants”
and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001 par value (“Ordinary
Shares”), of G Squared Ascend II Inc., a Cayman Islands exempted company (the “Company”).
Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive
from the Company that number of fully paid and nonassessable Ordinary Shares as set forth below, at the exercise price (the “Exercise
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless
exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant
Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions
set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement.
Each
whole Warrant is initially exercisable for one fully paid and non-assessable Ordinary Share. Fractional shares shall not 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 shall, 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 as set forth in the Warrant Agreement.
The
initial Exercise Price per one Ordinary Share for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment
upon the occurrence of certain events as set forth in the Warrant Agreement.
Subject
to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the
extent not exercised by the end of such Exercise Period, such Warrants shall become void. 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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G SQUARED ASCEND II INC.
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By:
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Name: Ward Davis
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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:
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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 Exercise Price as specified in the Warrant Agreement
(or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office
of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall
be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee,
a new Warrant Certificate evidencing the number of Warrants not exercised.
Notwithstanding
anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise
(i) a registration statement covering the issuance of the 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 G Squared Ascend II Inc. (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 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 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:
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THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OR ANY SUCCESSOR RULE).
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Exhibit
4.4
WARRANT
AGREEMENT
G
Squared Ascend II Inc.
and
CONTINENTAL
STOCK TRANSFER & TRUST COMPANY
Dated
May , 2021
THIS
WARRANT AGREEMENT (this “Agreement”), dated , 2021 is by and between G Squared Ascend II Inc.,
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”).
WHEREAS,
it is proposed that the Company enter into that certain Private Placement Warrant Purchase Agreement, with G Squared Ascend
Management II, LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the
Sponsor will purchase an aggregate of 4,966,667 private placement warrants (or 5,341,667 private placement warrants if the
Over-allotment Option (as defined below) is exercised in full) (the “Private Placement Warrants”) bearing
the legend set forth in Exhibit B hereto;
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-third of a redeemable Public Warrant (as defined below) (the
“Units”) and, in connection therewith, has determined to issue and deliver up to 4,791,667 redeemable
warrants (including up to 625,000 redeemable warrants subject to the Over-allotment Option) to public investors in the Offering (the
“Public Warrants”);
WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses
(a “Business Combination”), 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 1,000,000 warrants at a price of $1.50 per warrant (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. Only whole Warrants are exercisable. A holder of Warrants will not be able to exercise any fraction of a
Warrant;
WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-1, File No. 253898, and a prospectus (the “Prospectus”), for the
registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the
Public Warrants and the Ordinary Shares included in the Units;
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 (if a physical certificate is issued), as provided herein, the valid, binding
and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.
NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the
Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth
in this Agreement.
2. Warrants.
2.1. Form
of Warrant. Each Warrant shall initially be issued in registered form only, 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 certificated Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.
2.3. Registration.
2.3.1. Warrant
Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration
of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry
form, 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 Depository (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 Certificates”) which shall be in the form annexed
hereto as Exhibit A.
Physical
certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer,
Chief Financial Officer, Chief Business Officer, Secretary or other principal officer of the Company. In the event the person
whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed
the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at
the date of issuance.
2.3.2. Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby, 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
UBS Securities LLC, 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 then received by the Company from the
exercise by the underwriters of their right to purchase additional Units in the Offering (the “Over-allotment Option”),
if the Over-allotment Option is exercised prior to the filing of the Current Report on Form 8-K, 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-third of one whole Public Warrant. If, upon the detachment of Public Warrants from the 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
the 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 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(b) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after
the completion by the Company of an initial Business Combination, (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; provided, however, that in the case of (ii),
the Private Placement Warrants, Working Capital Warrants and any Ordinary Shares 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 affiliates or family members of any of the Company’s officers or directors,
to the Sponsor, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of
such affiliates;
(b)
in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary
of which is a member of the individual’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 the individual;
(d)
in the case of an individual, pursuant to a qualified domestic relations order;
(e)
by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no
greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased;
(f)
by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor;
(g)
to the Company for no value for cancellation in connection with the consummation of the Company’s initial Business Combination;
(h)
in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or
(i)
in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results
in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent
to the completion of the Company’s initial Business Combination;
provided, however,
that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”)
must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement 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.
2.7 Working
Capital Warrants. Each of the Working Capital Warrants shall be identical to the Private Placement Warrants.
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 (including in cash or by payment of Warrants pursuant to a “cashless
exercise,” to the extent permitted hereunder) described in the prior sentence 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 fifteen (15) Business Days (unless otherwise required by the Commission,
any national securities exchange on which the Warrants are listed or applicable law); provided that the Company shall provide
at least five (5) 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 the date that is: (i) thirty (30) days after the first date on which the Company completes a Business Combination and (ii) twelve (12) months from the date of the closing of the Offering,
and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time on the date that is five (5) years after the date
on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the
Company’s amended and restated memorandum and articles of association, as amended from time to time, if the Company fails to
complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and the Working Capital Warrants 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,
5:00 p.m., New York City time 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 or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as
defined below) (other than with respect to a Private Placement Warrant 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 Warrant (other than a Private Placement Warrant 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 Warrant represented by a book-entry, 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”)
any 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, properly delivered by the Participant in accordance
with the Depositary’s procedures, and (iii) the 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 order of the Warrant Agent;
(b)
with respect to any Private Placement Warrant or Working Capital Warrants, by surrendering the Warrants for that number of Ordinary Shares
equal to (i) if in connection with a redemption of Private Placement 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 “Exercise Fair
Market Value” (as defined in this subsection 3.3.1(b)) over the Warrant Price by (y) the Exercise Fair Market Value. Solely
for purposes of this subsection 3.3.1(b), the “Fair Market Value” shall mean the average last reported sale
price of the Ordinary Shares for the ten (10) trading days ending on the third (3rd) 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;
(c)
as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or
(d)
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 on the register of members of the Company,
and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable,
for the number of shares as to which such Warrant shall not have been exercised. 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 or a valid exemption from registration is
available. 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 have been registered, qualified or deemed to be exempt
from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants.
In 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 nonassessable.
3.3.4. Date
of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Ordinary Shares is issued
and who is registered in the register of members of the Company shall for all purposes be deemed to have become the holder of
record of such Ordinary Shares on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered
and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated
Warrant, except that, if the date of such surrender and payment is a date when the register of members of the Company or book-entry
system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such 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% (as specified by the holder) (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 Continental Stock Transfer & Trust Company, as transfer agent (in
such capacity, 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 issued and 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 issued and 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. Sub-Divisions.
If after the date hereof, and subject to the provisions of Section 4.5 below, the number of issued and outstanding Ordinary Shares
is increased by a capitalization or share dividend of Ordinary Shares, or by a split-up of Ordinary Shares or other similar event,
then, on the effective date of such capitalization or share dividend, 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 issued and outstanding Ordinary
Shares. A rights offering made to all or substantially all holders of 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 dividend 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 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 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. No Ordinary Shares shall be issued at less than their
par value.
4.1.2. Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, pays to all or substantially all of the
holders of the Ordinary Shares a dividend or make a distribution in cash, securities or other assets on account of such Ordinary
Shares (or other shares 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 (i) to
modify the substance or timing of the Company’s obligation to provide holders of Ordinary Shares the right to have their
shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Company’s public
shares if it does not complete its initial Business Combination within the time period required by the Company’s Amended and
Restated Memorandum and Articles of Association, as amended from time to time, or (ii) with respect to any other provision relating
to the rights of holders of Ordinary Shares or pre-initial Business Combination activity or (e) in connection with the redemption of
public shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its
assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such
Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the 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 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 does not
exceed $0.50 (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 but only with respect to the amount of aggregate cash dividends and cash distributions
equal to or less than $0.50 per Share).
4.2. Aggregation
of Shares. If after the date hereof, and subject to the provisions of Section 4.5 hereof, the number of issued and 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
issued and outstanding Ordinary Shares.
4.3. Adjustments
in Exercise 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
(as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4) (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 in the
Prospectus) held by such initial 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
Company’s 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
its initial Business Combination (such price, the “Market Value”) is below $9.20 per share (as adjusted
for share sub-divisions, share capitalization, rights issuances, subdivisions, reorganizations, recapitalizations and the like),
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, and 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 issued and outstanding
Ordinary Shares (other than a change under Section 4.1 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 corporation (other than a consolidation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the issued and outstanding 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 stock or other securities
or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her
or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided, however, that
(i) if the holders of the 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 Company’s amended and restated memorandum and articles of association
or as a result of the repurchase 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) 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) 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) more than 50% of the issued and 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 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 of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration
(as defined below) (but in no event less than zero) 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 (assuming zero dividends) (“Bloomberg”).
For purposes of calculating such amount, (i) Section 6 of this Agreement shall be taken into account, (ii) 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, (iii) 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 (iv) 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 shall the Warrant Price be reduced to less than the par value
per share issuable upon exercise of such Warrant.
4.5. Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from
such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a
Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon
the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, the Company shall give written notice of the occurrence
of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record
date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or
validity of such event.
4.6. No
Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue
fractional shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of
any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall,
upon such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such holder.
4.7. Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued
pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the
form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter
issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so
changed.
4.8. Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i)
avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case,
the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national
standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary
to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such
adjustment. 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 Class B Ordinary Shares into Ordinary Shares, in each case, pursuant to the Company’s
Amended and Restated Memorandum and Articles of Association.
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 with respect to 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 issuance of 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) or the
Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1 and
such cashless exercise is exempt from registration under the Securities Act.
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, commencing once they are first exercisable and prior to their expiration, at the office of the Warrant
Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10
per Warrant (the “Alternative Redemption Price”), provided that (i) the last reported sales price of
the Ordinary Shares equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4 hereof) for any 20
trading days within the 30-day trading period ending three trading days before the Company sends the notice of redemption to the
Warrant Agent, (ii) the Private Placement Warrants and Working Capital Warrants are also concurrently called for redemption on
the same terms as the outstanding Public Warrants (so long as the Reference Value is less than $18.00 per share) and (iii) there
is an effective registration statement covering the issuance of 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). 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, in lieu of the
Alternative Redemption Price, 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. The Company will provide notice to the Registered Holders of the Warrants
no later than one business day after the 10-day trading period described above ends.
Redemption Date
(period to expiration of
|
|
Fair
Market Value of Class A Ordinary Shares
|
|
|
warrants)
|
|
|
<$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 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 shall 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 Exercise 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 Exercise Price is adjusted, (a) in the case of an adjustment pursuant to Section 4.3 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 Exercise Price pursuant to such Exercise 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 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 (the “30-day 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 applicable Redemption Price.
6.5. Exclusion
of Private Placement Warrants and Working Capital Warrants. The Company agrees that the redemption rights provided in Section
6.1 hereof shall not apply to the Private Placement Warrants for the Working Capital Warrants.
The restrictions set forth under this Section 6.5 shall not apply to redemptions pursuant to Section 6.2 hereof.
|
|
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 meetings of shareholders or the election of directors
of the Company or any other matter.
7.2. Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which 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 twenty (20) 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 for the registration, under the Securities Act, 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 within sixty (60) Business
Days following the closing of its initial Business Combination and to maintain the effectiveness of such registration statement,
and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions
of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business
Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning
on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration
statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained
an effective registration statement covering the issuance of 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 another exemption) for that number of Ordinary Shares equal 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. Solely for purposes of this subsection 7.4.1, “Fair Market Value”
shall mean the average last reported sales price of the Ordinary Shares for the ten (10) trading day period ending on the third
trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its
securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall
be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the
Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law
firm with securities law experience) stating that (i) the exercise of the Warrants on a “cashless basis” in accordance
with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the 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) 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 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 they satisfy the definition of a “covered security” under Section 18(b)(1)
of the Securities Act, the Company may, at its option, (i) 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 as described
in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) 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, and (y) use its best efforts to register or qualify
for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption
is not available. Notwithstanding anything herein to the contrary, but without limiting the rights of the Holder to receive Ordinary
Shares issuable upon exercise of the Warrants on a “cashless exercise,” in the event there is no effective registration
statement registering, or the prospectus contained therein is not available for the issuance of the Ordinary Shares issuable upon
exercise of the Warrants to the Holder, under no circumstance will the Company be required to net cash settle the Warrants.
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8.
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Concerning
the Warrant Agent and Other Matters.
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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 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 or other entity organized and existing under the laws of the State of New York, in good standing and having its
principal office in the United States of America, 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 entity into which the Warrant Agent may be merged or with which it may be consolidated
or any entity 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 Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief
Business Officer or Secretary 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, fraud or bad faith. The Company
agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket
costs and reasonable outside 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, fraud 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 nonassessable.
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 Continental Stock Transfer & Trust Company as trustee thereunder) and hereby
agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust
Account.
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9.
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Miscellaneous
Provisions.
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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:
G
Squared Ascend II Inc.
205
N Michigan Ave
Suite
3770
Chicago,
IL 60601
with
a copy to:
Goodwin
Procter LLP
601
Marshall Street
Redwood
City, CA 94063
Attention:
Dan Espinoza
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
9.3. Applicable
Law and Exclusive Forum. 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. Subject to applicable law, the Company hereby agrees that any action,
proceeding or claim against it arising out of, or otherwise based on this Agreement, including under the Securities Act, 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.
Any
person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have
consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope the forum
provisions above, is filed in a court other than a court located within the State of New York or the United States District Court
for the Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant
holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the
State of New York or the United States District Court for the Southern District of New York in connection with any action brought
in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service
of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in
the foreign action as agent for such warrant holder.
9.4. Persons
Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation
or other entity 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 United States of America, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any
such holder to submit such holder’s Warrant for inspection by the Warrant Agent.
9.6. Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
9.7. Effect
of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect
the interpretation thereof.
9.8. Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing
any ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants
and this Agreement set forth in the Prospectus, or defective provision contained herein, (ii) amending the definition of “Ordinary
Cash Dividend” as contemplated by and in accordance with the second sentence of subsection 4.1.2, (iii) adding or changing
any 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 rights of the Registered Holders under this Agreement or (iv) providing
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 and any amendment to the terms of only the Private Placement
Warrants or Working Capital Warrants, shall require the vote or written consent of the Registered Holders of 50% 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 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.
Exhibit
A Form of Warrant Certificate
Exhibit
B Legend — Private Placement Warrants
[Signature
page to follow]
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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G SQUARED
ASCEND II INC.
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By:
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Name:
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Ward Davis
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Title:
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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:
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[Signature
Page to Warrant Agreement]
EXHIBIT
A
Form
of Warrant Certificate
EXHIBIT
B
Legend
– Private Placement Warrants
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 G SQUARED ASCEND II INC. (THE “COMPANY”),
G SQUARED ASCEND MANAGEMENT II, LLC 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 THE RECITALS 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 AND SHAREHOLDER RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.
NO.
[ ] WARRANT
Exhibit 5.1
May 28, 2021
G Squared Ascend II Inc.
205 N Michigan Ave.
Suite 3770
Chicago, IL 60601
Re: Securities Registered under Registration Statement on Form
S-1
We have acted as counsel to you in connection with your filing of a
Registration Statement on Form S-1 (as amended or supplemented, the “Registration Statement”) pursuant to the Securities Act
of 1933, as amended (the “Securities Act”), relating to the registration of the offering by G Squared Ascend II Inc., a Cayman
Islands exempted company (the “Company”), of up to 14,375,000 units, including units purchasable by the underwriter upon its
exercise of an over-allotment option granted to the underwriter by the Company (collectively, the “Units”), with each Unit
consisting of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), of the Company and one-third
of one warrant of the Company, where each whole warrant entitles the holder thereof to purchase one Ordinary Share (the “Warrants”).
The Units are expected to be sold to the underwriter named in, and pursuant to, an underwriting agreement to be entered into among the
Company and such underwriter (the “Underwriting Agreement”).
We have reviewed such documents and made such examination of law as
we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of
public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.
We have assumed, with your consent, that (i) the Company is validly
existing as an exempted company and in good standing under the laws of the Cayman Islands, (ii) the Company has the exempted company power
to execute, deliver and perform its obligations to which it is a party and has duly authorized the Units and the Ordinary Shares and Warrants
constituting the Units, and (iii) when the Units are delivered and paid for in accordance with the Underwriting Agreement, assuming the
due authorization, execution and delivery thereof by Continental Stock Transfer & Trust Company, as transfer agent or warrant agent
(as applicable), the Units and the Ordinary Shares and Warrants constituting the Units will have been duly and validly issued, executed
and delivered by the Company, and will constitute valid and binding obligations of the Company, under Cayman law (as applicable).
For purposes of the opinions set forth below, without limiting any
other exceptions or qualifications set forth herein, we have assumed that each of the Units and the Warrants, and the units agreements
and warrant agreements, will be governed by the law of New York.
The opinions set forth below are limited to the law of New York.
Based on the foregoing, and subject to the additional qualifications
set forth below, we are of the opinion that:
1.
When the Units are delivered and paid for in accordance with the Underwriting Agreement, assuming the due authorization, execution
and delivery thereof by Continental Stock Transfer & Trust Company, as transfer agent, the Units will constitute valid and binding
obligations of the Company.
2.
When the Warrants included in the Units are delivered and paid for as part of the Units in accordance with the Underwriting Agreement,
assuming the due authorization, execution and delivery of such Warrants by Continental Stock Transfer & Trust Company, as warrant
agent, the Warrants will constitute valid and binding obligations of the Company.
Our opinions expressed above are subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors
and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). We note
that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and
to the discretion of the court before which any proceeding therefor may be brought.
This opinion letter and the opinions it contains shall be interpreted
in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to
the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement.
In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations thereunder.
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Very truly yours,
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/s/ Goodwin Procter LLP
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GOODWIN PROCTER LLP
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Exhibit 5.2
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G Squared Ascend I Inc.
Floor 4, Willow House, Cricket Square
Grand Cayman KY1-9010
Cayman Islands
28 May 2020
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Campbells
LLP
Floor
4, Willow House, Cricket Square
Grand
Cayman KY1-9010
Cayman
Islands
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D
+1 345 914 5879
T
+1 345 949 2648
E
jreilly@campbellslegal.com
campbellslegal.com
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Our
Ref: ASC/JLR/19250-34530
Your
Ref:
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CAYMAN
| BVI | HONG KONG
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Dear Sirs
G Squared Ascend II Inc. (the “Company”)
We have been asked to provide this legal opinion
to you with regard to the laws of the Cayman Islands in relation to the Company’s registration statement on Form S-1, including
all amendments or supplements thereto, filed with the United Stated Securities 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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·
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up to 14,375,000 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-third of one redeemable warrant to purchase one Ordinary Share (the “Warrants”);
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·
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up to 1,875,000 Units (the “Over-Allotment
Units”), which the several underwriters, for whom J.P. Morgan Securities LLC is acting as joint representative, will have a
right to purchase from the Company to cover over-allotments, if any;
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·
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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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·
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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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This opinion letter is given in accordance with
the terms of the Legal Matters section of the Registration Statement.
For the purposes of giving this opinion, we have
examined the documents and instruments listed in Schedule 1 hereto.
In giving this opinion we have relied upon the
assumptions set out in Schedule 2 hereto, which we have not independently verified.
The Cayman Islands
firm known as “Campbells” converted from a firm to a Cayman Islands limited liability partnership known as “Campbells
LLP” on 25 February 2021.
We are Attorneys-at-Law in the Cayman Islands
and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted by the courts of the Cayman
Islands at the date hereof.
Based upon the foregoing examinations and assumptions
and upon such searches as we have conducted and having regard to legal considerations which we deem relevant, and subject to the qualifications
set out in Schedule 3 hereto, we are of the opinion that under the laws of the Cayman Islands:
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1
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The Company is an exempted company duly incorporated, validly existing and in good standing under the
laws of the Cayman Islands and has full corporate power and legal right under its Memorandum and Articles of Association (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 (defined in Schedule 1)), to execute and deliver the Unit Certificates, Share Certificates (each defined in Schedule
1) and the Warrant Documents and to perform its obligations, and exercise its rights, under such documents.
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2
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The Company has taken all requisite corporate action to authorise:
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2.1
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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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2.2
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The execution and delivery of the Unit Certificates, Share Certificates and the Warrant Documents and
the performance of its obligations, and the exercise of its rights, under such documents.
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3
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Once the Unit Certificates, Share Certificates and Warrant Documents have been executed and delivered
by the Company in accordance with the authorisations contained in the Resolutions (defined in Schedule 1), the Unit Certificates, Share
Certificates and Warrant 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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4
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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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4.1
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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 Association; and
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4.2
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The entry of those Ordinary Shares as fully paid on the register of members of the Company,
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shall be validly issued, fully paid and non-assessable.
This opinion is limited to the matters referred
to herein and shall not be construed as extending to any other matter or document not referred to herein. This opinion is given for your
benefit, the benefit of your legal advisers acting in that capacity in relation to this transaction and persons entitled to rely upon
it pursuant to the provisions of the Act, who may rely upon this opinion as if addressed to them, and may not be relied upon by any other
person without our prior written consent. This opinion shall be construed in accordance with the laws of the Cayman Islands. 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”.
Yours faithfully
Campbells
Schedule 1
List of Documents Examined
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1
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Certificate of Incorporation of the Company dated 12 February 2021 issued by the Registrar of Companies;
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2
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Memorandum and Articles of Association of the Company dated 12 February 2021 (the “Memorandum &
Articles of Association”);
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3
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Certificate of Good Standing in respect of the Company dated 28 May 2021 issued by the Registrar
of Companies;
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4
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Resolutions of the Directors of the Company dated 28 May 2021 (the “Resolutions”);
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5
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A copy of the Registration Statement;
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6
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A draft form of the unit certificate representing the Units and the Over-Allotment Units (the “Unit
Certificates”);
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7
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A draft specimen certificate for Ordinary Shares (the “Share Certificates”);
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8
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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 Share Certificates, the “Documents”);
and
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9
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Such other documents as we have considered necessary for the purposes of rendering this opinion.
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Schedule 2
Assumptions
The opinions hereinbefore given are based upon
the following assumptions:
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1
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There are no provisions of the laws of any jurisdiction outside the Cayman Islands which would be contravened
by the execution or delivery of the Documents and that, in so far as any obligation expressed to be incurred under the Documents is to
be performed in or is otherwise subject to the laws of any jurisdiction outside the Cayman Islands, its performance will not be illegal
by virtue of the laws of that jurisdiction.
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2
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The Documents are within the capacity and powers of and have been or will be duly authorised, executed
and delivered by each of the parties thereto (other than the Company) and constitute or will when executed and delivered constitute the
legal, valid and binding obligations of each of the parties thereto enforceable in accordance with their terms as a matter of the laws
of all relevant jurisdictions (other than the Cayman Islands).
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3
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The choice of the laws of the jurisdiction selected to govern the Warrant Documents has been made in good
faith and will be regarded as a valid and binding selection which will be upheld in the courts of that jurisdiction and all other relevant
jurisdictions (other than, in the case of Company, the Cayman Islands).
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4
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All authorisations, approvals, consents, licences and exemptions required by and all filings and other
requirements of each of the parties to the Documents outside the Cayman Islands to ensure the legality, validity and enforceability of
the Documents have been or will be duly obtained, made or fulfilled and are and will remain in full force and effect and that any conditions
to which they are subject have been satisfied.
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5
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The Resolutions remain in full force and effect.
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6
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The Company was on the date of execution of the Documents able to pay its debts as they became due from
its own moneys, and that any disposition or settlement of property effected by the Documents is made in good faith and for valuable consideration
and at the time of each disposition of property by the Company pursuant to the Documents the Company will be able to pay its debts as
they become due.
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7
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All original documents are authentic, all copies are complete and
conform to their originals and conform in every material respect to the latest drafts of the same produced to us, all signatures and seals
are genuine, all documents purporting to be sealed have been so sealed, and, with respect to electronic signatures, that: (i) the
means of creating the electronic signatures is linked to the signatory and to no other person; (ii) the means of creating the electronic
signature was, at the time of signing, under the control of the signatory; (iii) no alteration to the electronic signature has been
made after the time of signing; and (iv) any alteration made to the documents executed by way of an electronic signature after the
time of signing is detectable.
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8
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The Minute Book of the Company examined by us on the date hereof at its Registered Office contains a complete
and accurate record of the business transacted by it.
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9
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The corporate records of the Company examined by us on the date hereof at its Registered Office constitute
its complete and accurate corporate records and that all matters required by law to be recorded therein are so recorded.
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10
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The Cause List and the Register of Writs and other Originating Process of the Cayman Islands Grand Court
maintained by the Clerk of the Courts examined by us at the Courts Office at 10 am on the business day immediately preceding the date
of this letter covering the period of six years prior to the date of search constitute a complete record of the proceedings before the
Grand Court of the Cayman Islands.
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11
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The Resolutions were duly adopted in accordance with the Memorandum and Articles of Association and remain
in full force and effect.
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12
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No action or event (including the expiry of a time period) has taken place which causes the dissolution
of the Company.
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13
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No monies 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 Law (as revised) and the Terrorism Law (as revised), respectively)
and the parties thereto will comply, or have complied, with their obligations under the Proceeds of Crime Law, the Terrorism Law, the
Anti-Money Laundering Regulations (as revised) and the Guidance Notes on the Prevention and Detection of Money Laundering and Terrorist
Financing in the Cayman Islands.
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14
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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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15
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None of the transactions contemplated by the Documents relate to any shares, voting rights or other rights
(the “Relevant Interests”) that are subject to a restrictions notice issued pursuant to the Companies Law (as revised)
of the Cayman Islands (a “Restrictions Notice”).
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16
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None of the parties to the Documents is a person, political faction or body resident in or constituted
under the laws of any country currently the subject of United Nations Sanctions extended to the Cayman Islands by the Order of Her Majesty
in Council.
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Schedule 3
Qualifications
The opinions hereinbefore given are subject to
the following qualifications:
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1
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The term “enforceable” as used above means that the obligations assumed under the Documents
are of a type which the courts of the Cayman Islands enforce. However:
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(a)
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enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation and other laws of general
application relating to or affecting the rights of creditors;
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(b)
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enforcement may be limited by general principles of equity;
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(c)
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claims may become barred under statutes of limitation or may be or become subject to defences of set-off
or counterclaim;
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(d)
|
where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable
in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction;
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(e)
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the courts of the Cayman Islands are empowered to make any awards in Cayman Islands dollars although such
power is not generally exercised contrary to the expressed intention of contracting parties;
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(f)
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as a general matter of Cayman Islands law to the extent that a contractual provision is adjudicated to
be penal in nature, it will not be enforceable in the courts of the Cayman Islands; however in so far as the Documents provide that where
a person fails to perform any of its obligations under, or otherwise breaches the provisions of, the Documents that person may be subject
to or suffer remedies for, or consequences of, the failure or breach specified in the Documents or otherwise applicable under any law
then those remedies or consequences shall not be unenforceable solely on the basis that they are penal in nature;
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(g)
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to the extent that the performance of any obligation arising under the Documents would be fraudulent or
contrary to public policy, it will not be enforceable in the courts of the Cayman Islands;
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(h)
|
a Cayman Islands court will not necessarily award costs in litigation in accordance with contractual provisions
in this regard; and
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(i)
|
enforcement may be prohibited or otherwise prejudiced if a Relevant Interest in subject to a Restrictions
Notice.
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2
|
In the event that the Documents are executed in or brought within the jurisdiction of the Cayman Islands
(e.g. for purposes of enforcement or obtaining payment), stamp duty will be payable on the original thereof and any counterparts thereof
of a nominal amount.
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3
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A certificate, determination, calculation or designation of any party to the Documents as to any matter
provided therein might be held by a Cayman Islands court not to be conclusive, final and binding, notwithstanding any provision to that
effect therein contained, if, for example, it could be shown to have an unreasonable, arbitrary or improper basis or in the event of manifest
error.
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4
|
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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5
|
The courts of the Cayman Islands will recognise and enforce a foreign judgment which is final and in respect
of which the foreign court had jurisdiction over the defendant according to Cayman Islands conflict of law rules and which is conclusive,
for a liquidated sum not in respect of penalties or taxes or a fine or similar fiscal or revenue obligations, and which was neither obtained
in a manner, nor is of a kind enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.
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6
|
If any provision of the Documents is held to be illegal, invalid or unenforceable, severance of such provision
from the remaining provisions will be subject to the discretion of the Cayman Islands courts.
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7
|
Notwithstanding any purported date of execution of the Documents, the rights and obligations therein contained
take effect only on the actual execution and delivery thereof but the Documents may provide that they have retrospective effect as between
the parties thereto alone.
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8
|
The parties to the Documents are required to comply with the Proceeds of Crime Law, the Terrorism Law,
the Anti-Money Laundering Regulations and the Guidance Notes on the Prevention and Detection of Money Laundering and Terrorist Financing
of the Cayman Islands.
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9
|
We express no opinion upon the effectiveness of any clause of the Documents providing that the terms of
such document may only be amended in writing.
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10
|
The effectiveness of terms in the Documents excusing any party from a liability or duty otherwise owed
or indemnifying that party from the consequences of incurring such liability or breaching such duty are limited by law.
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11
|
To maintain the Company in good standing under the laws of the Cayman Islands, annual filing fees must
be paid and returns made to the Registrar of Companies.
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12
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Any provision in the Documents purporting to
impose obligations on or grant rights to a person who is not a party to the Documents (a “third party”) is unenforceable by
or against that third party unless the third party is expressly identified in the Documents by name, as a member of a class or
as answering a particular description, which includes a person nominated or otherwise identified in the terms of the Documents and the
Documents expressly provide in writing that the third party may enforce such a term.
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13
|
Where a third party has been granted the right to enforce a term of a contract, the ability of the parties
to the contract to rescind the contract, or vary it so as to extinguish or alter the entitlement of the third party under that right,
without the consent of such third party are limited.
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Exhibit 10.1
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Investment Management
Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between G Squared Ascend
II Inc., 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. ( ) (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists of
one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),
and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial
public offering hereinafter referred to as the “Offering”), has been declared effective as of the date
hereof by the U.S. Securities and Exchange Commission; and
WHEREAS, the Company
has entered into an Underwriting Agreement (the “Underwriting Agreement”) with UBS Securities LLC, as
underwriter (the “Underwriter”) named therein; and
WHEREAS, as described
in the Prospectus, $132,450,000 of the gross proceeds of the Offering and the sale of the Private Placement Units (as defined in
the Underwriting Agreement) (or $151,762,500 if the Underwriter’s over-allotment option is exercised in full) will be delivered
to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust
Account”) for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the
Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred
to herein as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property will
be referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred
to together as the “Beneficiaries”); and
WHEREAS, pursuant
to the Underwriting Agreement, a portion of the Property equal to $4,375,000, or $5,031,250 if the Underwriter’s over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company
to the Underwriter upon 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:
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1.
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Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:
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(a)
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Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee located in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more), maintained by Trustee and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;
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(b)
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Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;
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(c)
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In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 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; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank credits or other consideration;
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(d)
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Collect and receive, when due, all principal, interest or other income arising from the Property, which shall become part of the “Property,” as such term is used herein;
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(e)
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Promptly notify the Company and the Underwriter of all communications received by the Trustee with respect to any Property requiring action by the Company;
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(f)
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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;
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(g)
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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;
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(h)
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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;
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(i)
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Commence liquidation of the Trust Account only after and promptly following (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company, 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 and not previously released to the Company to pay its income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) 24 months 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 and not previously released to the Company to pay its income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date;
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(j)
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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 per share 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, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;
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(k)
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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 remitting brokers on behalf of Public Shareholders redeeming Ordinary Shares the amount required to pay redeemed Ordinary Shares from Public Shareholders pursuant to the Company’s amended and restated memorandum and articles of association; and
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(l)
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Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.
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2.
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Agreements and Covenants of the Company. The Company hereby agrees and covenants to:
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(a)
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Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (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;
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(b)
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Subject to Section 4 hereof, hold the
Trustee harmless and indemnify the Trustee from and against any and all reasonable and 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;
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(c)
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Pay the Trustee the fees set forth on Schedule
A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall
be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay
such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof.
The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering.
The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c) and
as may be provided in Section 2(b) hereof;
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(d)
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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;
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(e)
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Provide the Underwriter 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;
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(f)
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Unless otherwise agreed between the Company and the Underwriter, 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 Underwriter prior to any transfer of the funds held in the Trust Account to the Company or any other person;
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(g)
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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;
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(h)
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If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option and properly tender their shares in connection with such Amendment; and
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(i)
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Within five (5) business days after the Underwriter 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, which shall in no event be less than $5,031,250.
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3.
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Limitations of Liability. The Trustee shall have no responsibility or liability to:
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(a)
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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;
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(b)
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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;
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(c)
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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 written 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;
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(d)
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Change the investment of any Property, other than in compliance with Section 1 hereof;
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(e)
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Refund any depreciation in principal of any Property;
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(f)
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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;
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(g)
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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 with written notification to the Company, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;
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(h)
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Verify the accuracy of the information contained in the Registration Statement;
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(i)
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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;
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(j)
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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;
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(k)
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Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except pursuant to Section 1(j) hereof; or
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(l)
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Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.
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4.
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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.
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5.
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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 by the Company 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
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(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).
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|
(a)
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The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth herein with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.
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(b)
|
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. 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)
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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 for an Amendment, 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.
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(d)
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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.
|
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(e)
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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 or facsimile transmission:
|
if to the Trustee, to:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
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Attn:
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Francis E. Wolf, Jr. & Celeste Gonzalez
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Email:
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fwolf@continentalstock.com
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cgonzalez@continentalstock.com
|
if to the Company, to:
G Squared Ascend II Inc.
205 N Michigan Ave, Suite
3770
Chicago, IL 60601
in each case, with copies
to:
Goodwin Procter LLP
601 Marshall Street
Redwood City, CA 94063
Attention: Dan Espinoza
and
UBS Securities LLC
1285 Avenue Of The Americas
New York, NY 10019
Attn: Equity Syndicate Desk
and
Proskauer
Eleven Times Square
New York, NY 10036
Attn: Steven R. Burwell
Email: SBurwell@proskauer.com
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(f)
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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.
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(g)
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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.
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(h)
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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.
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(i)
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Each of the Company and the Trustee hereby acknowledges and agrees that the Underwriter is a third-party beneficiary of this Agreement.
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(j)
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Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.
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[Signature Page Follows]
IN WITNESS WHEREOF, the parties
have duly executed this Investment Management Trust Agreement as of the date first written above.
CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
as Trustee
Name: Francis Wolf
Title: Vice President
G Squared Ascend II Inc.
Name:
Ward Davis
Title:
Chief Executive Officer
SCHEDULE A
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Fee Item
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Time and Method of Payment
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Amount
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Initial acceptance fee
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Initial closing of the offering by wire transfer
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$
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3,500.00
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Annual fee
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First year, initial closing of the Offering by wire transfer; thereafter $10,000.00 on the
anniversary of the effective date of the Offering by wire transfer or check
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$
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10,000.00
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Transaction processing fee for disbursements to Company under Sections 1(i), (j) and (k)
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Billed by Trustee 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 deliver 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 G Squared Ascend II Inc. (the “Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of , 2021 (the “Trust Agreement”), this
is to advise you that the Company has entered into an agreement with [_____] (the “Target Business”) to consummate
a business combination with Target Business (the “Business Combination”) on or about [_____]. The Company shall notify
you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) of the consummation
of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.
In accordance with
the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and
to transfer the proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation
Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the
Underwriter (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and
agreed that while the funds are on deposit in said trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution,
neither the Company nor the Underwriter will earn any interest or dividends.
On the Consummation
Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”),
and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, Chief Financial Officer or other authorized
officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders,
if a vote is held and (b) a joint written instruction signed by the Company and the Underwriter 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 Underwriter 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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G Squared Ascend II Inc.
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By:
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Name:
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Title
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cc: UBS Securities LLC
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 G Squared Ascend II Inc. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of , 2021 (the “Trust Agreement”), this
is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business
Combination”) within the time frame specified in the Company’s Amended and Restated 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 the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders.
The Company has selected , 2021 as the effective date for the purpose of determining when the Public Shareholders will be
entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company
on the liquidation proceeds while on deposit in the trust operating account. You agree to be the Paying Agent of record and, in
your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance
with the terms of the Trust Agreement and the Amended and Restated Memorandum and Articles of Association of the Company. Upon
the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the
Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section
1(j) of the Trust Agreement.
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Very truly yours,
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G Squared Ascend II Inc.
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By:
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Name:
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Title
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cc: UBS Securities LLC
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 G Squared Ascend II Inc. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $[_____] of the interest income
earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in
the Trust Agreement.
The
Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance
with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly
upon your receipt of this letter to the Company’s operating account at:
[WIRE INSTRUCTION INFORMATION]
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Very truly yours,
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G Squared Ascend II Inc.
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By:
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Name:
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Title
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cc: UBS Securities LLC
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 G Squared Ascend II Inc. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of , 2021 (the “Trust Agreement”), the
Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $[_____] of the principal
and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.
Pursuant
to Section 1(k) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance
with the terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer
$[•] of the proceeds of the Trust Account to the trust operating account at J.P. Morgan Chase Bank, N.A. for distribution
to the shareholders that have requested redemption of their shares in connection with such Amendment.
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Very truly yours,
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G Squared Ascend II Inc.
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By:
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Name:
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Title
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cc: UBS Securities LLC
Exhibit 10.2
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
THIS REGISTRATION AND SHAREHOLDER RIGHTS
AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among G Squared
Ascend II Inc., a Cayman Islands exempted company (the “Company”), G Squared Ascend Management II, LLC,
a Cayman Islands exempted limited company (the “Sponsor”), the undersigned parties listed under Holder
on the signature page hereto (each such party, including the Sponsor and any person or entity who hereafter becomes a party to
this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively,
the “Holders”).
RECITALS
WHEREAS, the
Sponsor currently owns 3,593,750 Class B ordinary shares, par value $0.0001 per share of the Company (the “Class B
Ordinary Shares”), and the other Holders currently own an aggregate of Class B Ordinary Shares, which were received
from the Sponsor;
WHEREAS, the
Class B Ordinary Shares are convertible into the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary
Shares”), at the time of the initial Business Combination on a one-for-one basis, subject to adjustment, on the terms
and conditions provided in the Company’s amended and restated memorandum and articles of association, as may be amended from
time to time;
WHEREAS, on
, 2021, the Company and the Sponsor entered into that certain Private Placement Warrants
Purchase Agreement, pursuant to which the Sponsor agreed to purchase 4,966,667 warrants (or up to 5,341,667 warrants if the
Underwriter’s (as defined below) option to purchase additional warrants in connection with the Company’s initial public
offering is exercised in full) (the “Private Placement Warrants”), in a private placement transaction
occurring simultaneously with the closing of the Company’s initial public offering;
WHEREAS, on
, 2021, the Company and the Sponsor entered into the Forward Purchase Agreement, pursuant to which the Sponsor agreed to
purchase 5,000,000 Ordinary Shares and 1,000,000 redeemable warrants, in a private placement transaction occurring simultaneously
with the closing of the Company’s initial Business Combination.
WHEREAS, in
order to finance the Company’s transaction costs in connection with its search for and consummation of an intended Business
Combination (as defined below), the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers or directors
may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be
convertible into private placement warrants of the post-Business Combination company at a price of $1.50 per private placement
warrant at the option of the lender (the “Working Capital Warrants”); 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 mutual 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 1 DEFINITIONS
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1.1
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Definitions. The
terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth
below:
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“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith
judgment of the principal 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.
“Class B Ordinary Shares”
shall have the meaning given in the Recitals hereto.
“Commission”
shall mean the U.S. Securities and Exchange Commission.
“Company”
shall have the meaning given in the Preamble.
“Demand
Registration” shall have the meaning given in subsection 2.1.1.
“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 2.3.1.
“Founder Shares”
shall mean the Class B Ordinary Shares 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, 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 Company’s initial
Business Combination, (x) if the last reported sales price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted
for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (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, reorganization 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 case of a Prospectus,
in the light of the circumstances under which they were made) not misleading.
“Nominee” is
defined in subsection 5.1.1.
“Ordinary Shares”
shall have the meaning given in the Recitals hereto.
“Permitted
Transferees” shall mean a person or entity to whom a Holder of Registrable Securities is permitted to transfer such
Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the
case may be, under the Insider Letter, the Private Placement Warrants Purchase 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 and Working Capital Warrants that
are held by the initial purchasers of such Private Placement Warrants and Working Capital Warrants or their Permitted Transferees,
the private placement shares, private placement warrants and the Ordinary Shares issuable upon the exercise of such private placement
warrants, and that are held by the initial purchasers of the Private Placement Warrants and Working Capital Warrants or their Permitted
Transferees, the period ending thirty (30) days after the completion of the Company’s initial Business Combination.
“Private
Placement Warrants” shall have the meaning given in the Recitals hereto.
“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as
amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.
“Registrable
Security” shall mean (a) the Founder Shares (including any Ordinary Shares or other equivalent equity security issued
or issuable upon the conversion of any such Founder Shares or exercisable for Ordinary Shares), (b) the Private Placement Warrants
(including any Ordinary Shares issued or issuable upon the exercise of such Private Placement Warrants), (c) the Working Capital
Warrants (including any Ordinary Shares issued or issuable upon the exercise of such Working Capital Warrants), (d) any outstanding
Ordinary Shares or any other equity security (including the Ordinary Shares issued or issuable upon the exercise of any other equity
security) of the Company held by a Holder as of the date of this Agreement, and (e) any other equity security of the Company issued
or issuable with respect to any such Ordinary Shares 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: (i) 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; (ii) 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; (iii)
such securities shall have ceased to be outstanding; or (iv) 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:
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(A)
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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;
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(B)
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fees and expenses of compliance
with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriter in connection with
blue sky qualifications of Registrable Securities);
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(C)
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printing, messenger, telephone
and delivery expenses;
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(D)
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reasonable fees and disbursements
of counsel for the Company;
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(E)
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reasonable fees and disbursements
of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and
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(F)
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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 or the Takedown Requesting Holder initiating an Underwritten Shelf
Takedown.
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“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. “Shelf” shall have the meaning given
in subsection 2.3.1.
“Sponsor” shall
have the meaning given in the Recitals hereto.
“Sponsor Director”
means an individual elected to the Board that has been nominated by the Sponsor pursuant to this Agreement.
“Subsequent Shelf Registration”
shall have the meaning given in subsection 2.3.2.
“Takedown Requesting Holder”
shall have the meaning given in subsection 2.3.3.
“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.
“Underwritten Shelf Takedown”
shall have the meaning given in subsection 2.3.3.
“Working Capital Warrants”
shall have the meaning given in the Recitals hereto.
ARTICLE 2 REGISTRATIONS
2.1.1 Request
for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at
any time and from time to time on or after the date the Company consummates the initial Business Combination, the Holders of at
least a majority in interest of the then-outstanding number of Registrable Securities (the “Demanding Holders”)
may make a written demand for Registration under the Securities Act 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 five (5) 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 three (3) business 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; provided, further, that an Underwritten
Shelf Takedown shall not count as a Demand Registration.
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; 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 Ordinary Shares or other equity securities
that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the
extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares
or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to
separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.
2.1.5 Demand
Registration Withdrawal. 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.
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2.2
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Piggyback Registration.
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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 stock option or other benefit
plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering
of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall
give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less
than seven (7) 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 three (3) business
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.
The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted
in accordance with subsection 2.3.3.
2.2.2 Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback
Registration (other than Underwritten Shelf Takedown), 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 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; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause
(A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection
2.2.1 hereof, Pro Rata based on the respective number of Registrable Securities that each Holder has so requested exercising its
rights to register its Registrable Securities pursuant to subsection 2.2.1 hereof, 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, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities that
the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or
other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate
written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.
2.2.3 Piggyback
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her
or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with
the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the
result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration
Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such
Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration
Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.
2.2.4 Unlimited
Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof
shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.
2.3.1 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 similar short form registration statement that may be available at such time (“Form
S-3”), or if the Company is ineligible to use Form S-3, on Form S-1; a registration statement filed pursuant to this subsection
2.3.1 (a “Shelf”) shall provide for the resale of the Registrable Securities included therein
pursuant to any method or combination of methods legally available to, and requested by, any Holder. Within three (3) days of the
Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on a Shelf,
the Company shall promptly give written notice of the proposed Registration 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 shall so notify the Company, in writing, within three (3) business days after the receipt by the Holder of
the notice from the Company. As soon as practicable thereafter, but not more than ten (10) days after the Company’s initial
receipt of such written request for a Registration on a Shelf, 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 this subsection
2.3.1 if 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. The Company shall maintain each Shelf in accordance with the terms
hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as
may be necessary to keep such Shelf continuously effective, available for use and in compliance with the provisions of the Securities
Act until such time as there are no longer any Registrable Securities included on such Shelf. In the event the Company files a
Shelf on Form S-1, the Company shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable
after the Company is eligible to use Form S-3.
2.3.2 If
any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities included thereon
are still outstanding, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause
such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending
the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable
amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such
Shelf or file an additional registration statement (a “Subsequent Shelf Registration”) registering the
resale of all Registrable Securities including on such Shelf, and pursuant to any method or combination of methods legally available
to, and requested by, any Holder. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable
efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably
practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration continuously effective, available for use
and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included
thereon. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company is eligible to use such form.
Otherwise, such Subsequent Shelf Registration shall be on another appropriate form. In the event that any Holder holds Registrable
Securities that are not registered for resale on a delayed or continuous basis, the Company, upon request of a Holder shall promptly
use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s
option, a Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become
effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms
hereof; provided, however, the Company shall only be required to cause such Registrable Securities to be so covered
once annually after inquiry of the Holders.
2.3.3 At
any time and from time to time after a Shelf has been declared effective by the Commission, the Sponsor may request to sell all
or any portion of its Registrable Securities in an underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten
Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf
Takedown if such offering shall include securities with a total offering price (including piggyback securities and before deduction
of underwriting discounts) reasonably expected to exceed, in the aggregate, $10,000,000. All requests for Underwritten Shelf Takedowns
shall be made by giving written notice to the Company at least 48 hours prior to the public announcement of such Underwritten Shelf
Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown
and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall
include in any Underwritten Shelf Takedown the securities requested to be included by any holder (each a “Takedown
Requesting Holder”) at least 24 hours prior to the public announcement of such Underwritten Shelf Takedown pursuant
to written contractual piggyback registration rights of such holder (including to those set forth herein). The Sponsor and the
Takedown Requesting Holders (if any) shall have the right to select the underwriter(s) for such offering (which shall consist of
one or more reputable nationally recognized investment banks), subject to the Company’s prior approval which shall not be
unreasonably withheld, conditioned or delayed. For purposes of clarity, any Registration effected pursuant to this subsection 2.3.3
shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.
2.3.4 If
the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Sponsor and
the Takedown Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor
and the Takedown Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities
that the Company desires to sell, exceeds the Maximum Number of Securities, then the Company shall include in such Underwritten
Shelf Takedown, as follows: (i) first, the Registrable Securities of the Sponsor that can be sold without exceeding the Maximum
Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (i), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding
the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities of the Takedown Requesting Holders, if any,
that can be sold without exceeding the Maximum Number of Securities, determined Pro Rata based on the respective number of Registrable
Securities that each Takedown Requesting Holder has so requested to be included in such Underwritten Shelf Takedown.
2.3.5 The
Sponsor and the Takedown Requesting Holders (if any) shall have the right to withdraw from an Underwritten Shelf Takedown for any
or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention
to withdraw from such Underwritten Shelf Takedown prior to the public announcement of such Underwritten Shelf Takedown. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection
with an Underwritten Shelf Takedown prior to a withdrawal under this subsection 2.3.5.
2.4 Restrictions
on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith
estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company
initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration
pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause
the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the
Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good
faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result
that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish
to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would
be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore
essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing
for a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner
more than once in any 12-month period. Notwithstanding anything to the contrary contained in this Agreement, the Company shall
not be required to effect or permit any Registration or cause any Registration Statement to become effective, with respect to any
Registrable Securities held by any Holder, until after the expiration of the Founder Shares Lock-Up Period or the Private Placement
Lock-Up Period, as the case may be.
ARTICLE 3 COMPANY PROCEDURES
3.1 General
Procedures. If at any time on or after the date the Company consummates an initial 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 (other than by way of a document incorporated by reference) furnish
a copy thereof to each seller of such Registrable Securities or its counsel;
3.1.9 notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered
under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration
Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;
3.1.10 permit
a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter
to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney
or accountant in connection with the Registration; provided, however, that such representatives or Underwriters
enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure
of any such information;
3.1.11 obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters
as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating
Holders;
3.1.12 on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of
counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales
agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such
opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily
included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating
Holders;
3.1.13 in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;
3.1.14 make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve
(12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration
Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor
rule promulgated thereafter by the Commission);
3.1.15 if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, 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,
to the extent that such rule or such successor rule is available to the Company), 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 4 INDEMNIFICATION AND CONTRIBUTION
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) caused by any untrue or alleged untrue statement of material fact contained in any
Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except
insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly
for use therein. The Company shall indemnify the Underwriter, its officers and directors and each person who controls such Underwriter
(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 or alleged untrue
statement of material fact contained in the 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, 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 Underwriter, its officers, directors and each person who controls such Underwriter (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 he, she or it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s
right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties
may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability
for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An
indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees
and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless
in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other
of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party,
consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money
(and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability
in respect to such claim or litigation.
4.1.4 The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by
or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive
the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make
such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s
or such Holder’s indemnification is unavailable for any reason.
4.1.5 If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then
the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified
party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the
indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct
or prevent such action; provided, however, that the liability of any Holder under this subsection
4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such
liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed
to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above,
any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were
determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations
referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from
any person who was not guilty of such fraudulent misrepresentation.
ARTICLE 5 SHAREHOLDER
RIGHTS
5.1 Subject
to the terms and conditions of this Agreement, at any time and from time to time on or after the date that the Company consummates
an initial Business Combination and for so long as the Sponsor holds any Registrable Securities:
5.1.1 The
Sponsor shall have the right, but not the obligation, to designate three individuals to be appointed or nominated, as the case
may be, for election to the Board (including any successor, each, a “Nominee”) by giving written notice
to the Company on or before the time such information is reasonably requested by the Board or the Nominating Committee of the Board,
as applicable, for inclusion in a proxy statement for a meeting of shareholders provided to the Sponsor.
5.1.2 The
Company will, as promptly as practicable, use its best efforts to take all necessary and desirable actions (including, without
limitation, calling special meetings of the Board and the shareholders and recommending, supporting and soliciting proxies) so
that there are three Sponsor Directors serving on the Board at all times.
5.1.3 The
Company shall, to the fullest extent permitted by applicable law, use its best efforts to take all actions necessary to ensure
that: (i) each Nominee is included in the Board’s slate of nominees to the shareholders of the Company for each election
of Directors; and (ii) each Nominee is included in the proxy statement prepared by management of the Company in connection with
soliciting proxies for every meeting of the shareholders of the Company called with respect to the election of members of the Board,
and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of the
Company or the Board with respect to the election of members of the Board.
5.1.4 If
a vacancy occurs because of the death, disability, disqualification, resignation, or removal of a Sponsor Director or for any other
reason, the Sponsor shall be entitled to designate such person’s successor, and the Company will, as promptly as practicable
following such designation, use its best efforts to take all necessary and desirable actions, to the fullest extent permitted by
law, within its control such that such vacancy shall be filled with such successor Nominee.
5.1.5 If
a Nominee is not elected because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or for any
other reason, the Sponsor shall be entitled to designate promptly another Nominee and the Company will take all necessary and desirable
actions within its control such that the director position for which such Nominee was nominated shall not be filled pending such
designation or the size of the Board shall be increased by one and such vacancy shall be filled with such successor Nominee as
promptly as practicable following such designation.
5.1.6 As
promptly as reasonably practicable following the request of any Sponsor Director, the Company shall enter into an indemnification
agreement with such Sponsor Director, in the form entered into with the other members of the Board. The Company shall pay the reasonable,
documented out-of-pocket expenses incurred by the Sponsor Director in connection with his or her services provided to or on behalf
of the Company, including attending meetings or events attended explicitly on behalf of the Company at the Company’s request.
5.1.7 The
Company shall (i) purchase directors’ and officers’ liability insurance in an amount determined by the Board to be
reasonable and customary and (ii) for so long as a Sponsor Director serves as a Director of the Company, maintain such coverage
with respect to such Sponsor Director; provided that upon removal or resignation of such Sponsor Director for
any reason, the Company shall take all actions reasonably necessary to extend such directors’ and officers’ liability
insurance coverage for a period of not less than six (6) years from any such event in respect of any act or omission occurring
at or prior to such event.
5.1.8 For
so long as a Sponsor Director serves on the Board, the Company shall not amend, alter or repeal any right to indemnification or
exculpation covering or benefiting any Sponsor Director nominated pursuant to this Agreement as and to the extent consistent with
applicable law, whether such right is contained in the Company’s amended and restated memorandum and articles of association,
each as amended, or another document (except to the extent such amendment or alteration permits the Company to provide broader
indemnification or exculpation rights on a retroactive basis than permitted prior thereto).
5.1.9 Each
Nominee may, but does not need to qualify as “independent” pursuant to listing standards of the New York Stock Exchange
(or such other national securities exchange upon which the Company’s securities are then listed).
5.1.10 Any
Nominee will be subject to the Company’s customary due diligence process, including its review of a completed questionnaire
and a background check. Based on the foregoing, the Company may object to any Nominee provided (a) it does so in good faith, and
(b) such objection is based upon any of the following: (i) such Nominee was convicted in a criminal proceeding or is a named subject
of a pending criminal proceeding (excluding traffic violations and other minor offenses), (ii) such Nominee was the subject of
any order, judgment, or decree not subsequently reversed, suspended or vacated of any court of competent jurisdiction, permanently
or temporarily enjoining such proposed director from, or otherwise limiting, the following activities: (A) engaging in any type
of business practice, or (B) engaging in any activity in connection with the purchase or sale of any security or in connection
with any violation of federal or state securities laws, (iii) such Nominee was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more
than sixty (60) days the right of such person to engage in any activity described in clause (ii)(B), or to be associated with persons
engaged in such activity, (iv) such proposed director was found by a court of competent jurisdiction in a civil action or by the
Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Commission
has not been subsequently reversed, suspended or vacated, or (v) such proposed director was the subject of, or a party to any federal
or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating
to a violation of any federal or state securities laws or regulations. In the event the Board reasonably finds the Nominee to be
unsuitable based upon one or more of the foregoing clauses (i) through (v) and reasonably objects to the identified director, the
Sponsor shall be entitled to propose a different Nominee to the Board within thirty (30) calendar days of the Company’s notice
to the Sponsor of its objection to the Nominee and such replacement Nominee shall be subject to the review process outlined above.
5.1.11 The
Company shall take all necessary action to cause a Nominee chosen by the Sponsor, at the request of such Nominee to be elected
to the board of directors (or similar governing body) of each material operating subsidiary of the Company. The Nominee, as applicable,
shall have the right to attend (in person or remotely) any meetings of the board of directors (or similar governing body or committee
thereof) of each subsidiary of the Company.
ARTICLE 6 MISCELLANEOUS
6.1 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: G Squared Ascend II Inc., 205 N Michigan Ave, Suite 3770, Chicago, IL 60601, with copy to: Goodwin Procter
LLP, 601 Marshall Street, Redwood City, CA 94063 Attention: Dan Espinoza, and, if to any Holder, at such Holder’s address
or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time
and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30)
days after delivery of such notice as provided in this Section 6.1.
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6.2
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Assignment; No Third Party Beneficiaries.
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6.2.1 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.
6.2.2 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.
6.2.3 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.
6.2.4 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 6.2 hereof.
6.2.5 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
6.1 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 6.2 shall be null and void.
6.3 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.
6.4 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.
6.5 Entire
Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered
pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede
all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether
oral or written.
6.6 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.
6.7 WAIVER
OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT,
COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE SPONSOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE
OR ENFORCEMENT HEREOF.
6.8 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 (1) Holder, solely in its capacity as a holder
of the shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require
the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any
failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate
as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under
this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder
by such party.
6.9 Titles
and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction
of any provision of this Agreement.
6.10 Waivers
and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive,
provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and
specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default
waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall
be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver
or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance
of any other obligations or acts.
6.11 Remedies
Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed
under this Agreement, the Holders may proceed to protect and enforce its rights by suit in equity or action at law, whether for
specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid
of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or
more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement
shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power
or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.
6.12 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.
6.13 Term.
This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement and (ii) the date as
of which no Registrable Securities remain outstanding. The provisions of Section 3.5 and Article IV shall
survive any termination.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the undersigned
have caused this Agreement to be executed as of the date first written above.
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COMPANY:
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G SQUARED ASCEND II INC.
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By:
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/s/ Ward Davis
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Name:
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Ward Davis
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Title:
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Chief Executive Officer
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[Signature page to Registration and
Shareholder Rights Agreement]
HOLDERS:
G SQUARED ASCEND MANAGEMENT II, LLC
Name: Ward Davis
Title: Manager
THOMAS EVANS
Name: Thomas Evans
HEATHER HASSON
Name: Heather Hasson
Name:
JOHAN BERGQVIST, for and on behalf of XENNIAL
AB
Name: Johan Bergqvist
KENNETH HAHN
Name: Kenneth Hahn
MIKE LINTON
Name: Mike Linton
JOHN MCATEER
Name: John McAteer
ILAN NISSAN, for and on behalf of OAM ADVISORS, LLC
Name: Ilan Nissan
STEVE PAPA
Name: Steve Papa
WILLIAM TANONA
Name: William Tanona
Exhibit
10.3
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 among G Squared Ascend II Inc., a
Cayman Islands exempted company (the “Company”) and G Squared Ascend Management II, LLC, a Cayman Islands limited
liability 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 Class A Ordinary Share, par value $0.0001 per share, of the Company (each, a “Share”),
and one-third 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 up to an aggregate of 4,966,667 warrants (or up to 5,341,667 warrants in
the aggregate to the extent the over-allotment option in connection with the Public Offering is exercised in full) (the “Private
Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Share at an exercise price
of $11.50 per Share.
WHEREAS,
the number of Private Placement Warrants to be purchased by the Purchaser is correlated to the amount of underwriting discounts
or commissions payable by the Company to the underwriters upon completion of the Public Offering.
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, including the issuance of Shares underlying the Private Placement Warrants.
B. Purchase
and Sale of the Private Placement Warrants.
(i)
On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser
and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser
shall purchase from the Company, up to an aggregate of 5,341,667 Private Placement Warrants at a price of $1.50 per warrant for
an aggregate purchase price of up to $8,012,500 (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 date of effectiveness of the registration statement on Form S-1 (File No. )
filed in connection with the Public Offering. On the Initial 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 Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue
and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 416,667 additional Private
Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 per
warrant for an aggregate purchase price of up to $625,000 (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. On the Over-allotment Closing Date,
upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them 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.
C.
Terms of the Private Placement Warrants.
(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 (a “Warrant Agreement”).
(ii)
At or prior to the time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement
(the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights
to the Purchaser relating to the 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. Incorporation
and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the
laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company
possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and
the Warrant Agreement.
B. Authorization;
No Breach.
(i)
The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized and approved
by the Company as of each Closing Date. 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 issuance. 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.
(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 share capital 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 Amended and Restated Memorandum and Articles of
Association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering),
or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree
to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.
C. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and
upon registration in the Company’s register of members, the Private 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 Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants
shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant
Agreement, and upon registration in the Company’s register of members, each 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 either 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.
E. Regulation
D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or
beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant
to Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).
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.
B. Authorization;
No Breach.
(i)
This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating
to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
(ii)
The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the
Purchaser does not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser 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 Purchaser’s equity or assets under, (d) result in a violation of, or (e) require authorization,
consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental
body or agency pursuant to the Purchaser’s organizational documents 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 Purchaser is
subject, or any agreement, instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required
after the date hereof under federal or state securities laws.
C. Investment
Representations.
(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, 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 and Shareholder
Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities
Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser
understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both
before and after an initial Business Combination, are deemed to be “underwriters” under the Securities Act when reselling
the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be
available for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities
can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the
Securities Act.
(viii)
The Purchaser has 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.
Section
6. 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, without giving effect to conflicts of law principles
that would result in the application of the laws of another jurisdiction.
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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G
Squared Ascend II Inc., a Cayman Islands exempted company
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By:
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/s/
Ward Davis
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Name:
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Ward Davis
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Title:
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Chief Executive Officer
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PURCHASER:
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G
Squared Ascend Management II, LLC, a Cayman Islands limited liability company
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By:
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/s/
Ward Davis
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Name:
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Ward Davis
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Title:
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Manager
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[Signature
Page to Private Placement Warrants Purchase Agreement]
Exhibit 10.4
INDEMNIFICATION
AGREEMENT
THIS
INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [_____], 2021 between G Squared
Ascend II Inc., a Cayman Islands exempted company (the “Company”), and [_____] (“Indemnitee”).
WITNESSETH
THAT:
WHEREAS,
highly competent persons have become more reluctant to serve companies and corporations as directors, advisors or in other capacities
unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims
and actions against them arising out of their service to and activities on behalf of the company;
WHEREAS,
the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified
individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons
serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary
and widespread practice among United States-based corporations, companies and other business enterprises, the Company believes
that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums
and with more exclusions. At the same time, directors, officers, advisors and other persons in service to corporations, companies
or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things,
matters that traditionally would have been brought only against the Company or business enterprise itself. The Amended and Restated
Memorandum and Articles of Association of the Company (the “Articles”) requires indemnification of the officers
and directors of the Company. The Articles expressly provide that the indemnification provisions set forth therein are not exclusive,
and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons
with respect to indemnification;
WHEREAS,
the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining
such persons;
WHEREAS,
the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests
of the Company’s shareholders and that the Company should act to assure such persons that there will be increased certainty
of such protection in the future;
WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses
on behalf of, such persons to the fullest extent permitted by and the Articles so that they will serve or continue to serve the
Company free from undue concern that they will not be so indemnified;
WHEREAS,
this Agreement is a supplement to and in furtherance of the Articles and any resolutions adopted pursuant thereto, and shall not
be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS,
Indemnitee does not regard the protection available under the Articles and insurance as adequate in the present circumstances,
and may not be willing to serve as an officer, director or advisor without adequate protection, and the Company desires Indemnitee
to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf
of the Company on the condition that he be so indemnified.
NOW,
THEREFORE, in consideration of Indemnitee’s agreement to serve as a director, officer or strategic advisor from and
after the date hereof, the parties hereto agree as follows:
1. Indemnity of Indemnitee. The Company hereby
agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by applicable law and the Articles, as such may
be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:
(a) Proceedings Other Than Proceedings by or in
the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a)
if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to
or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant
to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding
or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause
to believe the Indemnitee’s conduct was unlawful.
(b) Proceedings by or in the Right of the Company.
Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate
Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right
of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in
good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided,
however, if and the Articles so provides, no indemnification against such Expenses shall be made in respect of any claim,
issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the
extent that a state or federal court in the Borough of Manhattan in the State of New York (the “NY Court”)
shall determine that such indemnification may be made.
(c) Indemnification for Expenses of a Party Who
is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by
reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified
to the maximum extent permitted by applicable law and the Articles, as such may be amended from time to time, against all Expenses
actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such
Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf
in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the
termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be
a successful result as to such claim, issue or matter.
2. Additional
Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1
of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments,
penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his
Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or
in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive
wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement
shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures,
and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.
3. Contribution.
(a) Whether or not the indemnification provided in
Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding
in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company
shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring
Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have
against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is
jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for
a full and final release of all claims asserted against Indemnitee.
(b) Without diminishing or impairing the obligations
of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or
any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company
is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute to
the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by
Indemnitee in proportion to the relative benefits received by the Company and all officers, directors, advisors or employees of
the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding),
on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action, suit or proceeding
arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary
to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors, advisors
or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action,
suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted
in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which and the Articles
may require to be considered. The relative fault of the Company and all officers, directors, advisors or employees of the Company,
other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the
one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their
actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary
and the degree to which their conduct is active or passive.
(c) The Company hereby agrees to fully indemnify
and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, advisors or employees
of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.
(d) To
the fullest extent permitted by applicable law and the Articles, if the indemnification provided for in this Agreement is unavailable
to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred
by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses,
in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and
reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received
by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the
relative fault of the Company (and its directors, officers, advisors, employees and agents) and Indemnitee in connection with
such event(s) and/or transaction(s).
4. Indemnification for Expenses of a Witness.
Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a
witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he shall
be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.
5. Advancement of Expenses. Notwithstanding
any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection
with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Company
of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after
final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee
and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced
if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and
undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.
6. Procedures and Presumptions for Determination
of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are
as favorable as may be permitted under the Articles. Accordingly, the parties agree that the following procedures and presumptions
shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:
(a) To obtain indemnification under this Agreement,
Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as
is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled
to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the
Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide
such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability
that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of
the Company.
(b) Upon
written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination
with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods,
which shall be at the election of the Board: (i) by a majority vote of the disinterested directors, even though less than
a quorum, (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even
though less than a quorum, (iii) if there are no disinterested directors or if the disinterested directors so direct, by
independent legal counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (iv) if
so directed by the Board, by the shareholders of the Company. For purposes hereof, disinterested directors are those members of
the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee.
(c) If the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as
provided in this Section 6(c). The Independent Counsel shall be selected by the Board. Indemnitee may, within ten
(10) days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection;
provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does
not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement,
and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection,
the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel
selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such
objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification
pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company
or Indemnitee may petition an NY Court or other court of competent jurisdiction for resolution of any objection which shall have
been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent
Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to
whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b)
hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel
in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses
incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected
or appointed.
(d) In making a determination with respect to entitlement
to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled
to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden
of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or independent
legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification
is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the
Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(e) Indemnitee
shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise
(as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise
in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports
made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable
care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, advisor, agent
or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under
this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event
be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden
of persuasion by clear and convincing evidence.
(f) If the person, persons or entity empowered or
selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination
within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification
shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee
of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading,
in connection with the request for indemnification, or (ii) a prohibition of such indemnification under and the Articles;
provided, however, that such sixty (60) day period may be extended for a reasonable time, not to exceed an additional thirty
(30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith
requires such additional time to obtain or evaluate documentation and/or information relating thereto and; provided, further,
that the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification
is to be made by the shareholders pursuant to Section 6(b) of this Agreement and if (i) within fifteen (15) days
after receipt by the Company of the request for such determination, the Board or the Disinterested Directors, if appropriate,
resolve to submit such determination to the shareholders for their consideration at an annual meeting thereof to be held within
seventy-five (75) days after such receipt and such determination is made thereat, or (ii) a special meeting of shareholders
is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such
purpose within sixty (60) days after having been so called and such determination is made thereat.
(g) Indemnitee shall cooperate with the person, persons
or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to
such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any
Independent Counsel, member of the Board or shareholders of the Company shall act reasonably and in good faith in making a determination
regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys’
fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination
shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and
the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.
(h) The Company acknowledges that a settlement or
other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption
and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other
than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with
or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or
otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the
burden of persuasion by clear and convincing evidence.
(i)
The termination of any Proceeding or of any claim,
issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent,
shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause
to believe that his conduct was unlawful.
7. Remedies of Indemnitee.
(a) In the event that (i) a determination is
made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement,
(ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination
of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90) days after
receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement
within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not
made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination
is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication
in an appropriate NY Court, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification.
Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty (180) days following the date on which
Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a). The Company shall not oppose
Indemnitee’s right to seek any such adjudication.
(b) In the event that a determination shall have
been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial
on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).
(c) If a determination shall have been made pursuant
to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such
determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee
of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading
in connection with the application for indemnification, or (ii) a prohibition of such indemnification under and the Articles.
(d) In the event that Indemnitee, pursuant to this
Section 7, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement,
or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company
shall pay on his behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 13
of this Agreement) actually and reasonably incurred by him in such judicial adjudication, regardless of whether Indemnitee
ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.
(e) The
Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the
procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that
the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses
and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance,
to the extent not prohibited by and the Articles, such expenses to Indemnitee, which are incurred by Indemnitee in connection
with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under
any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee
ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may
be.
(f) Notwithstanding anything in this Agreement to
the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to
the final disposition of the Proceeding.
8. Non-Exclusivity; Survival of Rights; Insurance;
Primacy of Indemnification; Subrogation.
(a) The rights of indemnification as provided by
this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under and the
Articles, any agreement, a vote of shareholders, a resolution of directors of the Company, or otherwise. No amendment, alteration
or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in
respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal.
To the extent that a change in the laws of the Cayman Islands, whether by statute or judicial decision, permits greater indemnification
than would be afforded currently under the Articles and this Agreement, it is the intent of the parties hereto that Indemnitee
shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended
to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of
any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b) To the extent that the Company maintains an insurance
policy or policies providing liability insurance for directors, officers, advisors, employees, or agents or fiduciaries of the
Company or of any other company or corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that
such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its
or their terms to the maximum extent of the coverage available for any director, officer, advisor, employee, agent or fiduciary
under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company
has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement
of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result
of such proceeding in accordance with the terms of such policies.
(c) In the event of any payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute
all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary
to enable the Company to bring suit to enforce such rights.
(d) The Company shall not be liable under this Agreement
to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received
such payment under any insurance policy, contract, agreement or otherwise.
(e) The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the
Company as a director, advisor, officer, employee or agent of any other company or corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or
advancement of expenses from such other company or corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise.
9. Exception to Right of Indemnification.
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity
in connection with any claim made against Indemnitee:
(a) for which payment has actually been made to or
on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the
amount paid under any insurance policy or other indemnity provision; provided, that the foregoing shall not affect the
rights of Indemnitee set forth in Section 8(c) above; or
(b) for an accounting of profits made from the purchase
and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities
Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or
(c) in connection with any Proceeding (or any part
of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against
the Company or its directors, officers, advisors, employees or other indemnitees, unless (i) the Board authorized the Proceeding
(or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion,
pursuant to the powers vested in the Company under and the Articles.
10. Duration of Agreement. All agreements
and obligations of the Company contained herein shall continue during the period Indemnitee is an officer, director or advisor
of the Company (or is or was serving at the request of the Company as a director, officer, advisor, employee or agent of another
company or corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee
shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of his Corporate
Status, whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which
indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors
and personal and legal representatives.
11. Security. To the extent requested by Indemnitee
and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s
obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided
to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.
12. Enforcement.
(a) The Company expressly confirms and agrees that
it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as
an officer, director or advisor of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in
serving as an officer, director or advisor of the Company.
(b) This
Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter
hereof.
(c) The Company shall not seek from a court, or agree
to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s rights to receive
advancement of expenses under this Agreement.
13. Definitions. For purposes of this Agreement:
(a) “Corporate Status” describes
the status of a person who is or was a director, officer, advisor, employee, agent or fiduciary of the Company or of any other
company or corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was
serving at the express written request of the Company.
(b) “Disinterested Director” means
a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
(c) “Enterprise” shall mean the
Company and any other company or corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that
Indemnitee is or was serving at the express written request of the Company as a director, officer, advisor, employee, agent or
fiduciary.
(d) “Expenses” shall include all
reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating
costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of
the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating,
or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any
Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any
federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under
this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as
bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or
the amount of judgments or fines against Indemnitee.
(e) “Independent Counsel” means
a law firm, or a member of a law firm, that is experienced in matters of company or corporation law and neither presently is,
nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either
such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar
indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee
in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the
Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and
damages arising out of or relating to this Agreement or its engagement pursuant hereto.
(f) “Proceeding”
includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of
the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be
involved as a party or otherwise, by reason of his or her Corporate Status, by reason of any action taken by him or of any inaction
on his part while acting in his or her Corporate Status; in each case whether or not he is acting or serving in any such capacity
at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one
pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7
of this Agreement to enforce his rights under this Agreement.
14. Severability. The invalidity or unenforceability
of any provision hereof shall in no way affect the validity or enforceability of any other provision. Without limiting the generality
of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted
by and the Articles. In the event any provision hereof conflicts with any and the Articles, such provision shall be deemed modified,
consistent with the aforementioned intent, to the extent necessary to resolve such conflict.
15. Modification and Waiver. No supplement,
modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto.
No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.
16. Notice By Indemnitee. Indemnitee agrees
promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered
hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee
under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.
17. Notices. All notices and other communications
given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery
to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours
of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered
or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized
overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:
(a) To Indemnitee at the address set forth below
Indemnitee signature hereto.
(b) To the Company at:
G
Squared Ascend II Inc.
205
N Michigan Ave.
Suite
3770
Chicago,
IL 60601
With
a copy (which shall not constitute notice) to:
Daniel
Espinoza
Goodwin
Procter LLP
601 Marshall Street
Redwood
City, CA 94063
or
to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may
be.
18. Counterparts. This Agreement may be executed
in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and
the same Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying
with the U.S. federal ESIGN Act of 2000, 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.
19. Headings. The headings of the paragraphs
of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect
the construction thereof.
20. Governing Law and Consent to Jurisdiction.
This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with,
the laws of the State of New York, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably
and unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be
brought only in the appropriate NY Court, and not in any other state or federal court in the United States of America or any court
in any other country, (b) consent to submit to the exclusive jurisdiction of the NY Court for purposes of any action or proceeding
arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any such action or
proceeding in the NY Court, and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding
brought in the NY Court has been brought in an improper or inconvenient forum.
[Signature
Page To Follow]
IN
WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above
written.
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COMPANY:
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G Squared Ascend II Inc.
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By:
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Name:
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Title:
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INDEMNITEE:
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[Signature
Page to Indemnification Agreement]
Exhibit 10.5
G Squared Ascend II Inc..
, 2021
G Squared Ascend II Inc.
205 N Michigan Ave
Suite 3770
Chicago, IL 60601
Ladies and Gentlemen:
This letter will confirm
our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement
(the “Registration Statement”) for the initial public offering (the “IPO”)
of the securities of G Squared Ascend II Inc. (the “Company”) and continuing until the earlier of (i)
the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described
in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”),
G Squared Ascend Management II, LLC (the “Sponsor”) shall take steps directly or indirectly to make available
to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time,
situated at 205 N Michigan Ave, Suite 3770, Chicago, IL 60601 (or any successor location). In exchange therefore, the Company shall
pay the Sponsor a sum of up to $10,000 per month commencing on the Effective Date and continuing monthly thereafter until the Termination
Date. Sponsor hereby agrees that it does not have any right, title, interest or claim of any kind (a “Claim”)
in or to any monies that may be set aside in a trust account (the “Trust Account”) that may be established
in connection with and upon the consummation of the IPO and hereby irrevocably waives any Claim it presently has or may have in
the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse,
reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account
for any reason whatsoever.
This letter agreement
constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any
way to the subject matter hereof or the transactions contemplated hereby.
This letter agreement
may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.
The parties may not
assign this letter agreement and any of their rights, interests, or obligations hereunder without the consent of the other party.
Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee.
This letter agreement
shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving
effect to its choice of laws principles that will apply the laws of another jurisdiction.
This letter agreement
may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which
together shall constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability
is sought needs to be produced to evidence the existence of this letter agreement.
[Signature Page Follows]
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Very truly yours,
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G Squared Ascend II Inc.
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By:
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Name:
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Ward Davis
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Title:
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Chief Executive Officer
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AGREED TO AND ACCEPTED BY:
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G Squared Ascent Management II, LLC
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By:
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Name:
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Ward Davis
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Title:
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Manager
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[Signature Page to Administrative Services
Agreement]
Exhibit 10.6
THIS
PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION
OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY
NOTE
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Principal
Amount: up to $300,000
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Dated
as of February 26, 2021
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(as
set forth on the Schedule of Borrowings attached hereto)
G
Squared Ascend I Inc., a Cayman Islands exempted company and blank check company (“Maker”), promises to pay
to the order of G Squared Ascend Management I, LLC, a Cayman Islands limited liability company, or its registered assigns or successors
in interest (“Payee”), or order, the principal sum of up to three hundred thousand U.S. dollars ($300,000)
(as set forth on the Schedule of Borrowings attached hereto) in lawful money of the United States of America, on the terms and
conditions described below. All payments on this Promissory Note (this “Note”) shall be made by check or wire
transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate
by written notice in accordance with the provisions of this Note.
1.
Principal. The principal balance of this Note shall be payable on the earlier of: (i) December 31, 2021 or (ii) the date
on which Maker consummates an initial public offering of its securities (the “IPO”). The principal balance may be
prepaid at any time.
2.
Interest. No interest shall accrue on the unpaid principal balance of this Note.
3.
Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection
of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of
any late charges and finally to the reduction of the unpaid principal balance of this Note.
4.
Events of Default. The following shall constitute an event of default (“Event of Default”):
(a)
Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5)
business days of the date specified above.
(b)
Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or
the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(c)
Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in
respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property,
or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect
for a period of 60 consecutive days.
5.
Remedies.
(a)
Upon the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this
Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby
expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b)
Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of this Note, and
all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without
any action on the part of Payee.
6.
Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand,
notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings
instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future
laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment,
levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment;
and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of
execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
7.
Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default,
or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability
of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification
granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may
be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers,
guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
8.
Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing
and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic
transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such
other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail
address most recently provided to such party or such other electronic mail address as may be designated in writing by such party.
Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally,
on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business
day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
9.
Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT
OF LAW PROVISIONS THEREOF.
10.
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.
11.
Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or
claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which
the proceeds of IPO conducted by Maker (including the deferred underwriters discounts and commissions) and the proceeds of the
sale of the warrants issued in a private placement to occur prior to the consummation of the IPO are to be deposited, as described
in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection
with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account
for any reason whatsoever.
12.
Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written
consent of Maker and Payee.
13.
Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto
(by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without
the required consent shall be void.
[Signature
page follows]
IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned
as of the day and year first above written.
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G
Squared Ascend I Inc.
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a
Cayman Islands exempted company
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By:
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/s/ Larry Aschebrook
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Name:
Larry Aschebrook
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Title:
Chairman of the Board
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SCHEDULE
OF BORROWINGS
The
following increases or decreases in this Promissory Note have been made:
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Date
of Increase or Decrease
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Amount
of decrease in
Principal Amount of this
Promissory Note
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Amount
of increase in
Principal Amount of this
Promissory Note
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Principal
Amount of this
Promissory Note
following such decrease
or increase
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Exhibit 10.7
G Squared Ascend II Inc.
February 26, 2021
G Squared Ascend Management II, LLC
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RE:
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Securities Subscription Agreement
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Gentlemen:
This agreement (this
“Agreement”) is entered into on February 26, 2021 by and between G Squared Ascend Management II, LLC, a Cayman
Islands limited liability company (the “Subscriber” or “you”), and G Squared Ascend II Inc.,
a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts
the offer the Subscriber has made to subscribe for and purchase 3,593,750 Class B ordinary shares, $0.0001 par value per share
(the “Shares”), up to 468,750 of which are subject to forfeiture by you if the underwriters of the initial public
offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment
option (the “Over-allotment Option”). The Company’s and the Subscriber’s agreements regarding such
Shares are as follows:
1. Subscription and Purchase of Securities. For the sum
of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues
the Shares to the Subscriber, and the Subscriber hereby subscribes for and purchases the Shares from the Company, 468,750 of which
are subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. All references in this Agreement
to shares of the Company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman
Islands law. Upon the issuance of the Shares, the Subscriber hereby surrenders for no consideration the one Class B ordinary share
of the Company held by it following the incorporation of the Company.
2. Representations, Warranties and Agreements.
2.1 Subscriber’s
Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby
represents and warrants to the Company and agrees with the Company as follows:
2.1.1 No Government
Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation
or endorsement of the offering of the Shares.
2.1.2 No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the limited liability company agreement of the Subscriber,
(ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to
which the Subscriber is subject, or any agreement, order, judgment or decree to which the Subscriber is subject.
2.1.3 Registration
and Authority. The Subscriber is a Cayman Islands limited liability company, formed and registered, validly existing and possessing
all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery
by you, this Agreement will be a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance
with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar
laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of
whether enforcement is sought in a proceeding at law or in equity).
2.1.4 Experience,
Financial Capability and Suitability. Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks
and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite
period of time because the Shares have not been registered under the Securities Act (as defined below) and therefore cannot be
sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber is
capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests.
Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (i) an effective registration
statement under the Securities Act or (ii) an exemption from registration available with respect to such sale. Subscriber is able
to bear the economic risks of an investment in the Shares and to afford a complete loss of Subscriber’s investment in the
Shares.
2.1.5 Access to Information;
Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions
of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations,
business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information
so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and
understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information
furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make
any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations
or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.
2.1.6 Regulation D
Offering. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation
D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated
hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section
501(a) of Regulation D under the Securities Act or similar exemptions under federal and state law.
2.1.7 Investment Purposes.
The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not for the
account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did
not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule
502 under the Securities Act.
2.1.8 Restrictions
on Transfer; Shell Company. Subscriber understands the Shares are being offered in a transaction not involving a public offering
within the meaning of the Securities Act. Subscriber understands the Shares will be “restricted securities” within
the meaning of Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificates representing the Shares
will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise
transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under
the Securities Act, or (ii) an available exemption from registration. Subscriber agrees that if any transfer of its Shares or any
interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to
the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to
resell the Shares. Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to
the Subscriber for the resale of the Shares until one year following consummation of the initial business combination of the Company,
despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.
2.1.9 No Governmental
Consents. No governmental, administrative or other third party consents or approvals are required or necessary on the part
of Subscriber in connection with the transactions contemplated by this Agreement.
2.2 Company’s
Representations, Warranties and Agreements. To induce the Subscriber to subscribe for and purchase the Shares, the Company
hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:
2.2.1 Incorporation
and Corporate Power. The Company is a Cayman Islands exempted company incorporated, validly existing 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. Upon execution and delivery by the Company, this
Agreement will be a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting
the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement
is sought in a proceeding at law or in equity).
2.2.2 No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the memorandum and articles of association of the Company,
(ii) any agreement, indenture or instrument to which the Company is a party or (iii) any law, statute, rule or regulation to which
the Company is subject, or any agreement, order, judgment or decree to which the Company is subject.
2.2.3 Title to Securities.
Upon issuance in accordance with, and payment pursuant to, the terms hereof, and registration in the Company’s register of
members, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment
pursuant to, the terms hereof, and registration in the Company’s register of members, the Subscriber will have or receive
good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions
hereunder and other agreements to which the Shares may be subject, (b) transfer restrictions under federal and state securities
laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
2.2.4 No Adverse Actions.
There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which: (i) seek
to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question
the validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection with any transactions.
3. Forfeiture of Shares.
3.1 Partial or No
Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the representative(s) of the underwriters
of the Company’s IPO is not exercised in full, the Subscriber acknowledges and agrees that it shall forfeit any and all rights
to such number of Shares (up to an aggregate of 937,500 Shares and pro rata based upon the percentage of the Over-allotment Option
exercised) such that immediately following such forfeiture, the Subscriber (and all other initial shareholders prior to the IPO,
if any) will own an aggregate number of Shares (not including ordinary shares issuable upon exercise of any warrants or any ordinary
shares purchased by Subscriber in the Company’s IPO or in the aftermarket) equal to 20% of the issued and outstanding ordinary
shares of the Company immediately following the IPO.
3.2 Termination
of Rights as Shareholder. If any of the Shares are forfeited in accordance with this Section 3, then after such time the Subscriber
(or successor in interest), shall no longer have any rights as a holder of such Shares, and the Company shall take such action
as is appropriate to cancel such Shares.
4. Waiver of Liquidation Distributions;
Redemption Rights. In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and
all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be
established for the benefit of the Company’s public shareholders and into which substantially all of the proceeds of the
IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s
failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases ordinary
shares in the IPO or in the aftermarket, any additional Shares so purchased shall be eligible to receive any liquidating distributions
by the Company. However, in no event will the Subscriber have the right to redeem any ordinary shares into funds held in the Trust
Account upon the successful completion of an initial business combination.
5. Restrictions on Transfer.
5.1 Securities Law
Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider
Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to
sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration
statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed
to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the
Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and
the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.
5.2 Restrictive
Legends. Any certificates representing the Shares shall have endorsed thereon legends substantially as follows:
“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE
SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE
OPINION OF COUNSEL, IS AVAILABLE.”
“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF
THE LOCKUP.”
5.3 Additional Shares
or Substituted Securities. In the event of the declaration of a share capitalization, the declaration of an extraordinary dividend
payable in a form other than Shares, a spin-off, a share sub-division, an adjustment in conversion ratio, a recapitalization or
a similar transaction affecting the Company’s outstanding Shares without receipt of consideration, any new, substituted or
additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject
to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section
3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class
of Shares subject to this Section 5 and Section 3.
5.4 Registration
Rights. Subscriber acknowledges that the Shares are being purchased pursuant to an exemption from the registration requirements
of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to
a Registration Rights Agreement to be entered into with the Company prior to the closing of the IPO.
6. Other Agreements.
6.1 Further Assurances.
Subscriber agrees to execute such further instruments and to take such further action as may reasonably be necessary to carry out
the intent of this Agreement.
6.2 Notices.
All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address
or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently
provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other
communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business
day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery
to an overnight courier service or five (5) days after mailing if sent by mail.
6.3 Entire Agreement.
This Agreement, together with that certain Insider Letter to be entered into between Subscriber and the Company, substantially
in the form to be filed as an exhibit to the Registration Statement on Form S-1 associated with the Company’s IPO, embodies
the entire agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes
all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty,
covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict,
the express terms and provisions of this Agreement.
6.4 Modifications
and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by
all parties hereto.
6.5 Waivers and
Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by
a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall
be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether
or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.
6.6 Assignment.
The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of
the other party.
6.7 Benefit.
All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto
and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement
shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded
as a third-party beneficiary of this Agreement.
6.8 Governing Law.
This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the
laws of New York applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict
of law principles thereof.
6.9 Severability.
In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in
this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent
that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that
such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement
shall nevertheless remain in full force and effect.
6.10 No Waiver of
Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement,
and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party.
No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance
of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the
exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver
of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this
Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in
any circumstances without such notice or demand.
6.11 Survival of
Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any other
agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any
investigations made by or on behalf of the parties.
6.12 No Broker or
Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant
has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any
liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for
commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by
or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such claim.
6.13 Headings and
Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and
shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.
6.14 Counterparts.
This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.
6.15 Construction.
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption
or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement.
The words “include,” “includes,” and “including” will be deemed to be
followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include
any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise
requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision
unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have
independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect,
the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the
relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party
hereto is in breach of the first representation, warranty, or covenant.
6.16 Mutual Drafting.
This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject to the mutual
consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.
7. Voting and Tender of Shares.
Subscriber agrees to vote the Shares in favor of an initial business combination that the Company negotiates and submits for approval
to the Company’s shareholders and shall not seek redemption or repurchase with respect to such Shares. Additionally, the
Subscriber agrees not to tender any Shares in connection with a tender offer presented to the Company’s shareholders in connection
with an initial business combination negotiated by the Company.
[Signature Page Follows]
If the foregoing accurately
sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.
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Very truly yours,
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G Squared Ascend II Inc.
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By:
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/s/ Tom Hoban
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Name: Tom Hoban
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Title: Chief Financial Officer
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Accepted and agreed as of the date first
written above.
G Squared Ascend Management II, LLC
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By:
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/s/ Tom Hoban
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Name: Tom Hoban
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Title: Chief Financial Officer
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Exhibit 10.8
, 2021
G Squared Ascend Management II, LLC
205 N Michigan Ave
Suite 3770
Chicago, IL 60601
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Re:
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Initial Public Offering
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Ladies and Gentlemen:
This letter (this
“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) entered into by and among G Squared Ascend II Inc., a Cayman Islands exempted company (the “Company”),
and UBS Securities LLC (the “Underwriter”), relating to an underwritten initial public offering (the
“Public Offering”) of 14,375,000 of the Company’s units (including 1,875,000 units that may be
purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each
comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),
and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the
holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in
the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized
terms used herein are defined in paragraph 1 hereof.
In order to induce
the Company and the Underwriter 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, G Squared Ascend Management II,
LLC (the “Sponsor”) and each of the undersigned (each, an “Insider” and, collectively,
the “Insiders”) hereby agree with the Company as follows:
1. Definitions.
As used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses or entities; (ii) “Founder Shares”
shall mean the 3,593,750 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation
of the Public Offering; (iii) “Private Placement Warrants” shall mean the warrants that will be acquired
by the Sponsor for an aggregate purchase price of $7,450,000 (or up to $8,012,500 if the Underwriter exercises its option to purchase
additional units in full) in a private placement that shall close simultaneously with the consummation of the Public Offering (including
the Ordinary Shares issuable upon exercise of such Private Placement Warrants thereof); (iv) “Public Shareholders”
shall mean the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares”
shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account”
shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement
Warrants shall be deposited; (vii) “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 Securities Exchange Act of 1934, as amended, 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); and (viii) “Charter” shall mean the Company’s Amended and Restated
Memorandum and Articles of Association, as the same may be amended from time to time.
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2.
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Representations and Warranties.
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(a) The
Sponsor and each Insider, with respect to itself, herself or himself, represent and warrant to the Company that it, she or he has
the full right and power, without violating any agreement to which it, she or he 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 of the Company and/or a director on the Company’s Board of Directors (the “Board”),
as applicable, and each Insider hereby consents to being named in the Prospectus, road show and any other materials as an officer
and/or director of the Company, as applicable.
(b) Each
Insider represents and warrants, with respect to herself or himself, that such Insider’s biographical information furnished
to the Company (including any such information included in the Prospectus) is true and accurate in all material respects and does
not omit any material information with respect to such Insider’s background. The Insider’s questionnaire furnished
to the Company is true and accurate in all material respects. Each Insider represents and warrants that such Insider 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; such Insider 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 such Insider is not currently a defendant in any such criminal
proceeding; and such Insider 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.
3. Business
Combination Vote. It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding
a proposed Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself
or herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in
connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any
Public Shares held by it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals
recommended by the Board in connection with such Business Combination) and not redeem any Public Shares held by it, her or him,
as applicable, in connection with such shareholder approval.
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4.
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Failure to Consummate a Business Combination; Trust Account Waiver.
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(a) The
Sponsor and each Insider hereby agree, with respect to itself, herself or himself, that in the event that the Company fails to
consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor and each Insider shall
take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up; (ii) as promptly
as reasonably possible but not more than 10 business days thereafter, 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 the Company to pay income 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 liquidation 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 Board, 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. The Sponsor and each Insider agree
not to propose any amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to
provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination
or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the required time
period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares unless
the Company provides its 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 the Company to pay income taxes, if any, divided by the number
of then-outstanding Public Shares.
(b) The
Sponsor and each Insider, with respect to itself, herself or himself, acknowledges that it, she or he 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, her or him, if any. The Sponsor and each Insider hereby further waives,
with respect to any Founder Shares and Public Shares held by it, her or him, as applicable, any redemption rights it, she or he
may have in connection with (x) the completion of the Company’s initial Business Combination, and (y) a shareholder vote
to approve an amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide
holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem
100% of the Public Shares if the Company has not consummated an initial Business Combination within the time period set forth in
the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares (although the Sponsor and
the Insiders shall be entitled to liquidation rights with respect to any Public Shares they hold if the Company fails to consummate
a Business Combination within the required time period set forth in the Charter).
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5.
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Lock-up; Transfer Restrictions.
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(a) The
Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”)
until the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) the date following
the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization
or other similar transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares
for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing,
if, subsequent to a Business Combination, the closing price of the 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 the Company’s initial Business Combination, the Founder Shares
shall be released from the Founder Shares Lock-up.
(b) Subject
to the provisions set forth in paragraph 5(c), the Sponsor and Insiders agree that they shall not effectuate any Transfer
of Private Placement Warrants or the Ordinary Shares underlying such Private Placement Warrants until 30 days after the completion
of an initial Business Combination.
(c) Notwithstanding
the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement
Warrants or Ordinary Shares underlying the Private Placement Warrants are permitted (a) to the Company’s officers or directors,
any affiliates or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or
their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift
to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’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 the individual; (d) in the case of an individual, pursuant to a qualified domestic relations
order; (e) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater
than the price at which the Founder Shares, Private Placement Warrants or Ordinary Shares underlying the Private Placement Warrants,
as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution
of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination;
(h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the
event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s
Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the
completion of an initial Business Combination; 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.
(d) 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 Representative, Transfer any Units, Ordinary Shares, Warrants
or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable,
subject to certain exceptions enumerated in Section 5(c) of this Agreement and Section 5(h) of the Underwriting Agreement.
6. Remedies.
The Sponsor and each of the Insiders hereby agree and acknowledge that (i) the Underwriter and the Company would be irreparably
injured in the event of a breach by the Sponsor or such Insider of its, her or his obligations, as applicable under paragraphs
3, 4, 5, 7, 10 and 11, (ii) monetary damages may not be an
adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other
remedy that such party may have in law or in equity, in the event of such breach.
7. Payments
by the Company. Except as disclosed in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor nor any director
or officer of the Company nor any affiliate of the directors and officers shall receive from the Company any finder’s fee,
reimbursement, consulting fee, monies in respect of any payment 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).
8. Director
and Officer Liability Insurance. The Company will maintain an insurance policy or policies providing directors’
and officers’ liability insurance, and the Insiders 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.
9. Termination.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock-up Period and (ii) the liquidation
of the Company; provided, however, that this Letter Agreement shall terminate in the event that the
Public Offering is not consummated and closed by December 31, 2021; provided further that paragraph 10 of
this Letter Agreement shall survive such liquidation.
10. Indemnification.
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 (except for the Company’s independent auditors) or (ii) any prospective target business with
which the Company has discussed entering into a transaction agreement (a “Target”); provided, however,
that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims
by a third party for services rendered or products sold to the Company or a Target do not 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, in each case net of interest that may be withdrawn to pay the Company’s tax obligations, (y) shall not apply
to any claims by a third party or Target who 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 Underwriter
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.
11. Forfeiture
of Founder Shares. To the extent that the Underwriter does not exercise its option to purchase additional Units within
45 days from the date of the Prospectus in full (as further described in the Prospectus), the Sponsor agrees to automatically surrender
to the Company for no consideration, for cancellation at no cost, an aggregate number of Founder Shares so that the number of Founder
Shares will equal of 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding at such time. The Sponsor
and Insiders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will
effect a share capitalization or a share repurchase, as applicable, with respect to the Founder Shares immediately prior to the
consummation of the Public Offering in such amount as to maintain the number of Founder Shares at 20% of the sum of the total number
of Ordinary Shares and Founder Shares outstanding at such time.
12. Entire
Agreement. 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 (1) each Insider that is the subject of any such change, amendment, modification
or waiver and (2) the Sponsor.
13. Assignment.
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, each of the Insiders and each of their respective successors, heirs, personal representatives and assigns and permitted
transferees.
14. Counterparts. 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.
15. Effect
of Headings. The paragraph headings herein are for convenience only and are not part of this Letter Agreement and shall not
affect the interpretation thereof.
16. Severability. 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.
17. Governing
Law. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New
York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another
jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any
way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably
submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive, and (ii) waive any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.
18. Notices. 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 or other electronic transmission.
[Signature Page Follows]
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Sincerely,
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G Squared Ascend Management II, LLC
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By:
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Name:
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Ward Davis
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Title:
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Manager
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Acknowledged and Agreed:
INSIDERS:
LARRY ASCHEBROOK
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By:
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Name: Larry Aschebrook
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WARD DAVIS
THOMAS HOBAN
THOMAS EVANS
HEATHER HASSON
JOHAN BERGQVIST, individually and on behalf of
XENNIAL AB
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By:
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Name: Johan Bergqvist
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KENNETH HAHN
MIKE LINTON
JOHN MCATEER
ILAN NISSAN, individually and on behalf of
OAM ADVISORS, LLC
STEVE PAPA
WILLIAM TANONA
Exhibit 10.9
FORWARD PURCHASE AGREEMENT
This Forward Purchase
Agreement (this “Agreement”) is entered into as of , 2021, by and between G Squared Ascend II Inc., a
Cayman Islands exempted company (the “Company”), and G Squared Ascend Management II, LLC, a Cayman Islands limited
liability company (the “Purchaser”).
WHEREAS, the Company
was incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock 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 “Public
Units”) at a price of $10.00 per Public Unit, each comprised of one Class A ordinary share of the Company, par value
$0.0001 per share (the “Class A Share(s)”), and one-third of one redeemable warrant, where each whole redeemable
warrant is exercisable to purchase one Class A Share at an exercise price of $11.50 per share (the “Warrant(s)”).
Only whole Warrants are exercisable. A holder of Warrants will not be able to exercise any fraction of a Warrant. The Company shall
not issue fractional Warrants other than as part of the Public Units. If, upon the detachment of the Warrants from the Public 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 the number of Warrants to be issued to such holder;
WHEREAS, following
the closing of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business Combination;
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, 5,000,000 Class A Shares (the “Forward Purchase Shares”) and 1,000,000 Warrants (the
“Forward Purchase Warrants” and together with the Forward Purchase Shares, the “Forward Purchase Securities”)
on the terms and conditions set forth herein;
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 Forward Purchase Shares and the Forward
Purchase Warrants for an aggregate purchase price of $50,000,000 (the “FPS Purchase Price”).
(ii) Each Forward Purchase
Warrant will have the same terms as each Warrant sold as part of the Public Units in the IPO (“Public Warrants”),
and will be subject to the terms and conditions of the Warrant Agreement to be entered into between the Company and Continental
Stock Transfer & Trust Company, as Warrant Agent, in connection with the IPO (the “Warrant Agreement”).
Each Forward Purchase Warrant will entitle the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject
to adjustment as described in the Warrant Agreement, and only whole Forward Purchase Warrants will be exercisable. The Forward
Purchase Warrants will become exercisable thirty (30) days after the Business Combination Closing, and will expire five years after
the Business Combination Closing or earlier upon redemption or the liquidation of the Company, as described in the Warrant Agreement.
(iii) The Company shall
require the Purchaser to purchase the Forward Purchase Securities by delivering notice to the Purchaser, at least ten (10) 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 and instructions for wiring the FPS Purchase Price to an account of a third-party escrow agent (the
“Escrow Account”) 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”). At least
two (2) Business Days before the anticipated date of the Business Combination Closing specified in such notice, the Purchaser shall
deliver the FPS Purchase Price in cash via wire transfer to the account specified in such 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. 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.
(iv) The closing of
the sale of the Forward Purchase Securities (the “FPS Closing”) shall be held on the same date 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, each 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 (individually or collectively,
the “Securities”) 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 Securities shall contain a notation, and each certificate (if any) evidencing the 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 Securities are eligible to be sold without restriction under, and without the Company being in compliance with the current
public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”),
then at the Purchaser’s request, the Company will cause the Company’s transfer agent to remove the legend set forth
in Section 1(b)(ii). 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 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 result in or facilitate transfers
of 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 incorporation
or organization 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 (a)
as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general
application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of
specific performance, injunctive relief or other equitable remedies, or (c) 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, (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. 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 of the Forward Purchase Securities, as well as the terms of the Company’s proposed
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 which 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 Class A Shares into which the Forward Purchase Securities may be converted into or exercised
for, for resale, except for 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 on requirements relating to the Company which 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 its proposed IPO to the SEC for review. The Purchaser understands that the
offering of the Forward Purchase Securities 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 Forward Purchase Securities.
(h) No Public
Market. The Purchaser understands that no public market now exists for the Securities, and that the Company has made no assurances
that a public market will ever exist for the Securities.
(i) High Degree
of Risk. The Purchaser understands that its agreement to purchase the 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) 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.
(l) 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.
(m) Adequacy
of Financing. The Purchaser has available to it sufficient funds to satisfy its obligations under this Agreement.
(n) Affiliation
of Certain FINRA Members. The Purchaser is neither a person associated nor affiliated with UBS Investment Bank or, to its actual
knowledge, any other member of the Financial Industry Regulatory Authority that is participating as an underwriter in the IPO.
(o) 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 this offering, 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 duly incorporated and validly existing and in good standing as an exempted company 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) 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. 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.
(c) Valid Issuance
of 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 Company’s amended and restated memorandum and articles of association (the “Articles”), and the
securities issuable upon conversion of exercise of the Forward Purchase Securities, when issued in accordance with the terms of
the Forward Purchase Securities and this Agreement, will be validly issued, fully paid and nonassessable and free of all preemptive
or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other
than restrictions on transfer specified under this Agreement, applicable 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(d) below, the Forward Purchase Securities and the securities issuable upon conversion of
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).
(d) 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 filings pursuant to Regulation D of the Securities Act, and applicable state securities
laws.
(e) Compliance
with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated by this Agreement will not result in any violation or default (i) of any provisions of the Company’s Articles
or its other governing documents, (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 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.
(f) 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 offerings of the Securities and securities in the IPO.
(g) Foreign Corrupt
Practices. Neither the Company, nor 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.
(h) 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 other applicable U.S. and non-U.S. anti-money laundering
laws and regulations, including, but not limited to, 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.
(i) 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.
(j) 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 Securities.
(k) 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, this offering, the proposed
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 the Purchaser Parties.
5. 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 concurrent with, and immediately following, the purchase of 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 FPS Closing;
(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;
(v) No order, writ,
judgment, injunction, decree, determination, or award shall have been entered 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,
preventing the purchase by the Purchaser of the Forward Purchase Securities; and
(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 concurrent with, and immediately following, the purchase of 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 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,
preventing the purchase by the Purchaser of the Forward Purchase Securities.
6. 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 twenty-four months from the date of this Agreement; or
(ii) if the Business
Combination is not consummated within 24 months from the closing of the IPO, or such later date as may be approved by the Company’s
shareholders; or
(iii) if the Sponsor
or the Company becomes subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any
state insolvency law, in each case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent
or similar officer is appointed by a court for business or property of the Sponsor or the Company, in each case which is not removed,
withdrawn or terminated within sixty (60) days after such appointment.
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 the Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser, 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 stockholders 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.
7. 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 (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic
mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on
the recipient’s next Business Day, (c) five (5) Business Days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (d) 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:
G Squared Ascend II Inc.
205 N Michigan Ave
Suite 3770
Chicago, IL 60601
Attn: Tom Hoban, Chief Financial Officer
with a copy to the Company’s counsel at:
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
Attn: Jocelyn M. Arel, Esq.
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 Morgan Stanley & Co. LLC, which 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 its subject matter and supersedes all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any
way to the subject matter hereof or the transactions contemplated hereby.
(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 approval of the other parties except that the Purchaser may assign its rights,
interests, or obligations hereunder to any of its affiliates.
(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, (b) 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 (c) 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.
The Company will bear its own and the Purchaser’s 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; provided, however, that the Company shall not be
required to pay any costs or expenses of the Purchaser unless and until the Business Combination is consummated. 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 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) Confidentiality.
Except as may be required by law, regulation or applicable stock exchange listing requirements, unless and until the transactions
contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed by the Company, the parties hereto
shall keep confidential and shall not publicly disclose the existence or terms of this Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF,
the undersigned have executed this Agreement to be effective as of the date first set forth above.
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PURCHASER:
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G SQUARED ASCEND MANAGEMENT II, LLC
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By:
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Name: Ward Davis
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Title: Manager
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COMPANY:
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G SQUARED ASCEND II INC.
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By:
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Name: Ward Davis
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Title: Chief Executive Officer
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[Signature Page to Forward Purchase Agreement]
Exhibit 14
G
SQUARED ASCEND II INC.
Code of Business Conduct and Ethics
Introduction
Purpose and Scope
The Board of Directors (the “Board
of Directors”) of G Squared Ascend II Inc. (the “Company”) established this Code of Business Conduct
and Ethics to aid the Company’s directors, officers, employees and certain designated agents in making ethical and legal
decisions when conducting the Company’s business and performing their day-to-day duties.
The Company’s Board of Directors or
a committee thereof is responsible for administering the Code. The Company expects its directors, officers, employees and designated
agents to be familiar with the Code, adhere to the principles and procedures set forth in the Code and to exercise reasonable judgment
when conducting the Company’s business. The Company encourages its directors, officers employees and designated agents to
refer to this Code frequently to ensure that they are acting within both the letter and the spirit of this Code.
The Company’s directors, officers,
employees and designated agents generally have other legal and contractual obligations to the Company. This Code is not intended
to reduce or limit the other obligations that you may have to the Company. Instead, the standards in this Code should be viewed
as the minimum standards that the Company expects from its directors, officers, employees and certain designated agents
in the conduct of the Company’s business.
Standards of Conduct
Compliance with Laws, Rules and Regulations
The
Company requires that all employees, officers, directors and designated agents comply with all laws, rules and regulations applicable
to the Company, including those relating to accounting and auditing matters and insider trading. You are expected to use good judgment
and common sense in seeking to comply with all applicable laws, rules and regulations and to ask for advice when you are uncertain
about them.
Employees,
officers, directors and designated agents who have material non-public information about the Company or other companies, including
our suppliers and customers, as a result of their relationship with the Company are prohibited by law and Company policy from trading
in securities of the Company or such other companies, as well as from communicating such information to others who might trade
on the basis of that information.
If
you become aware of the violation of any law, rule or regulation by the Company, whether by its officers, employees, directors,
designated agents or any third party doing business on behalf of the Company, it is your responsibility to promptly report the
matter to your supervisor or to the Chief Executive Officer or Chief Financial Officer. While it is the Company’s desire
to address matters internally, nothing in this Code should discourage you from reporting any illegal activity, including any violation
of the securities laws, antitrust laws, environmental laws or any other federal, state or foreign law, rule or regulation, to the
appropriate regulatory authority. Employees, officers and directors shall not discharge, demote, suspend, threaten, harass or in
any other manner discriminate or retaliate against an employee because he or she reports any such violation, unless it is determined
that the report was made with knowledge that it was false. This Code should not be construed to prohibit you from testifying, participating
or otherwise assisting in any state or federal administrative, judicial or legislative proceeding or investigation.
Conflicts of Interest
The Company recognizes and respects the
right of its directors, officers, employees and certain designated agents to engage in outside activities that they may deem proper
and desirable, provided that these activities do not impair or interfere with the performance of their duties to the Company or
their ability to act in the Company’s best interests. In most, if not all, cases this will mean that our directors, officers,
employees and designated agents must avoid situations that present a potential or actual conflict between their own interests and
the Company’s interests.
A “conflict of interest” occurs
when a director’s, officer’s, employee’s or designated agent’s personal or business interest interferes
with the Company’s interests. Conflicts of interest may arise in many situations. For example, conflicts of interest can
arise when a director, officer, employee or designated agent takes an action or has an outside interest, responsibility or obligation
that may make it difficult for him or her to perform the responsibilities of his or her position objectively and/or effectively
in the Company’s best interests. Conflicts of interest may also occur when a director, officer, employee, designated agent
or an immediate family member, receives some personal benefit (whether improper or not) as a result of the director’s, officer’s,
employee’s or designated agent’s position with the Company. Each individual’s situation is different and in
evaluating his or her own situation, a director, officer, employee or designated agent will have to consider many factors.
Any material transaction or relationship
that reasonably could be expected to give rise to a conflict of interest should be reported promptly to the Chief Executive Officer
or Chief Financial Officer. The Chief Executive Officer or Chief Financial Officer may notify the Board of Directors or a committee
thereof as he or she deems appropriate. Actual or potential conflicts of interest involving a director or executive officer other
than the Chief Executive Officer or Chief Financial Officer should be disclosed directly to the Chief Executive Officer or Chief
Financial Officer.
Confidentiality
Employees, officers, directors and designated
agents must maintain the confidentiality of confidential and proprietary information entrusted to them by the Company or other
companies, including our suppliers and customers, except when disclosure is authorized by a supervisor or legally mandated. Unauthorized
disclosure of any confidential information is prohibited. Additionally, employees should take appropriate precautions to ensure
that confidential or sensitive business information, whether it is proprietary to the Company or another company, is not communicated
within the Company except to employees who have a need to know such information to perform their responsibilities for the Company.
Honest and Ethical Conduct and Fair
Dealing
Employees, officers, directors and designated
agents should endeavor to deal honestly, ethically and fairly with the Company’s suppliers, customers, competitors and employees.
Statements regarding the Company’s products and services must not be untrue, misleading, deceptive or fraudulent. You must
not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material
facts or any other unfair-dealing practice.
Protection and Proper Use of the Company’s
Assets
Employees, officers, directors and designated
agents should seek to protect the Company’s assets. Theft, carelessness and waste have a direct impact on the Company’s
financial performance. Employees, officers, directors and designated agents must use the Company’s assets and services solely
for legitimate business purposes of the Company and not for any personal benefit or the personal benefit of anyone else.
Corporate Opportunities
Employees, officers, directors and designated
agents owe a duty to the Company to advance its legitimate business interests when the opportunity to do so arises. Each employee,
officer, director and designated agent is prohibited from:
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diverting to himself or herself or to others any opportunities that are discovered through the use of the Company’s property
or information or as a result of his or her position with the Company unless such opportunity has first been presented to, and
rejected by, the Company;
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using the Company’s property or information or his or her position for improper personal gain; or
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competing with the Company.
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Accuracy of Records
Employees, officers, directors and designated
agents must honestly and accurately report all business transactions. You are responsible for the accuracy of your records and
reports. Accurate information is essential to the Company’s ability to meet legal and regulatory obligations.
All Company books, records and accounts
shall be maintained in accordance with all applicable regulations and standards and accurately reflect the true nature of the transactions
they record. The financial statements of the Company shall conform to generally accepted accounting rules and the Company’s
accounting policies. No undisclosed or unrecorded account or fund shall be established for any purpose. No false or misleading
entries shall be made in the Company’s books or records for any reason, and no disbursement of corporate funds or other corporate
property shall be made without adequate supporting documentation.
Quality of Public Disclosures
It is the policy of the Company to provide
full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, the Securities
and Exchange Commission and in other public communications.
Compliance Procedures
Communication of Code
All directors, officers, employees and designated
agents will be supplied with a copy of the Code upon its enactment and, thereafter, upon beginning service at the Company. Updates
of the Code will be provided from time to time.
Monitoring Compliance and Disciplinary Action
The Chief Executive Officer or Chief Financial
Officer will (i) monitor compliance with the Code, (ii) report any violation or alleged violation involving a director or an executive
officer to the Chairman of the Board of Directors, and (iii) when appropriate, impose and enforce appropriate disciplinary measures
for violations of the Code.
Where appropriate, the Board will conduct
additional investigation as it deems necessary. The Board will determine whether a director or executive has violated the Code.
Reporting Concerns/Receiving Advice
Any questions related to the Code should
be addressed to the Chief Executive Officer or Chief Financial Officer. Any transaction or relationship that could reasonably be
expected to create a conflict of interest should be discussed with the Chief Executive Officer or Chief Financial Officer. If any
employee, officer or designated agent believes that actions have taken place, may be taking place, or may be about to take place
that violate or would violate the Code or any law, rule or regulation applicable to the Company, he or she must bring the matter
to the attention of the Chief Executive Officer or Chief Financial Officer. Neither the Company nor any of the Company’s
directors, officers, or employees, may retaliate against any other director, officer, employee or designated agent who reports
potential violations of the Code.
Waivers and Amendments
No waiver of any provisions of the Code
for the benefit of a director or an executive officer (which includes, without limitation, for purposes of this Code, the Company’s
principal executive, financial and accounting officers) shall be effective unless (i) approved by the Board of Directors or,
if permitted, a committee thereof, and (ii) if applicable, such waiver is promptly disclosed to the Company’s shareholders
in accordance with applicable U.S. securities laws and/or the rules and regulations of the exchange or system on which the Company’s
shares are traded or quoted, as the case may be.
Any waivers of the Code for other employees
may be made by the Chief Executive Officer, Chief Financial Officer, the Board of Directors or, if permitted, a committee thereof.
All amendments to the Code must be approved
by the Board of Directors or a committee thereof and, if applicable, must be promptly disclosed to the Company’s shareholders
in accordance with applicable United States securities laws and/or the rules and regulations of the exchange or system on which
the Company’s shares are traded or quoted, as the case may be.
Adopted [
], 2021.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the use in the Prospectus
constituting a part of this Registration Statement on Amendment No. 1 to Form S-1 of our report dated May 28, 2021, relating
to the financial statements of G Squared Ascend II Inc., which is contained in that Prospectus. We also consent to the reference to us
under the caption “Experts” in the Prospectus.
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/s/ WithumSmith+Brown, PC
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New York, New York
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May 28, 2021
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Exhibit 99.10
CONSENT
OF CRISTINA ANTELO
G
Squared Ascend II Inc. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments
or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering.
As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Registration
Statement as a nominee to the board of directors of the Company. I also consent to the filing of this consent as an exhibit to
such Registration Statement.
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April
7, 2021
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By:
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/s/ Cristina
Antelo
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Name:
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Cristina
Antelo
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Exhibit 99.11
G
SQUARED ASCEND II INC.
CHARTER
OF
NOMINATING
AND CORPORATE GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS
Purpose
The
Nominating and Corporate Governance Committee (the “Committee”) is a committee of the Board of Directors (the “Board”)
of G Squared Ascend II Inc. (the “Company”), established to help ensure that the Board is properly constituted to
meet its fiduciary obligations to stockholders and the Company and that the Company has and follows appropriate corporate governance
practices and standards.
Committee
Membership
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The
Committee shall be comprised of directors, each of whom meets the independence requirements established by the Board and applicable
laws, regulations and listing requirements of the New York Stock Exchange (the “NYSE”) as in effect from time
to time.
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The
Committee members shall be appointed by and serve at the discretion of the Board, acting by majority vote. The Board may remove
any member from the Committee at any time with or without cause, acting by majority vote. Resignation or removal of a director
from the Board, for whatever reason, shall automatically constitute resignation or removal, as applicable, from the Committee.
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The
Board may designate one member of the Committee as its Chairperson and in the absence of any such designation by the Board,
the Committee shall designate by majority vote of the full Committee one member of the Committee as its Chairperson.
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Meetings
and Procedures
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The
Committee will set its own schedule of meetings and will meet as often as it deems necessary or appropriate. A majority of
the members of the Committee shall constitute a quorum for purposes of a meeting.
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The
Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the
Board, and shall report on its meetings to the Board and any action taken or approved by the Committee. Any action required
or permitted to be taken at any meeting of the Committee may be taken without a meeting, if all members of the Committee consent
thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Committee.
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The
Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees
such power and authority as the Committee deems appropriate. The Committee shall not delegate to a subcommittee any power
or authority required by law, regulation or listing standard to be exercised by the Committee as a whole.
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Members
of the Committee may not receive any compensation from the Company except the fees that they receive for service as a member
of the Board or any committee thereof.
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Authority
and Responsibilities
To
the extent it deems necessary or appropriate, the Committee shall perform the following:
Board
Composition, Evaluation and Nominating Activities
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Evaluate
the current composition, organization and governance of the Board and its committees, determine future requirements and make
recommendations to the Board for approval.
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•
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Review
periodically the policy and procedures for considering stockholder nominees for election to the Board.
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•
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Recommend
for approval by the Board on an annual basis desired qualifications and characteristics for Board membership and with corresponding
attributes.
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Search
for, identify, evaluate and recommend for the selection by the Board, candidates to fill new positions or vacancies on the
Board and any candidates recommended by stockholders, which shall include a description of any specific qualifications and
characteristics that the Committee believes must be met by a nominee and a description of any specific qualifies or characteristics
the Committee believes one or more of the directors should possess.
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Exercise
sole authority on whatever terms it approves to retain and terminate a search firm or firms to assist it in identifying director
candidates.
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Evaluate
the performance of individual members of the Board eligible for re-election, and recommend for the selection by the Board,
the director nominees for election to the Board at the annual meeting of stockholders.
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Evaluate
the independence of directors and director nominees against the independence requirements of the stock exchange rules and
regulations and the U.S. Securities and Exchange Commission (the “SEC”) rules and other applicable requirements.
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•
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Evaluate
director compensation, consulting with outside consultants and/or management, when appropriate, and make recommendations to
the Board regarding director compensation.
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Board
Committees
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Review
periodically the composition of each committee of the Board, the need for additional committees, or changes in mandate or
dissolution of existing committees, and make recommendations to the Board accordingly.
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Recommend
to the Board persons to be members and chairpersons of the various committees.
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Corporate
Governance Generally
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Develop
and recommend to the Board a set of corporate governance principles and practices satisfying the standards established under
the applicable laws, regulations and listing requirements of the NYSE as in effect from time to time.
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Review
annually the Company’s corporate governance principles and practices, the Company’s compliance with these principles
and practices, and recommend changes, as appropriate.
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Oversee
the Company’s communications and relations with stockholders.
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Oversee
the evaluation of the Company’s management.
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Oversee,
review and report to Board regarding the Company’s succession planning for the Board, senior management and other key
employees.
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Periodically
review and reassess the adequacy and scope this Charter and the Committee’s established processes and procedures and
recommend any proposed changes to the Board for approval.
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Oversee
the Board’s performance and self-evaluation process, including conducting surveys of director observations, suggestions
and preferences regarding how effectively the Board operates.
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Oversee
compliance by the Board and its committees with applicable laws and regulations, including the stock exchange rules and regulations
and SEC rules and regulations.
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Review
annually the performance of the Committee.
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Conflicts
of Interest
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•
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Review
and monitor the Company’s Code of Ethics.
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Consider
questions of possible conflicts of interest of members of the Board and of corporate officers and review actual or potential
conflicts of interest or related party transactions involving members of the Board or officers of the Company, and make determinations
accordingly.
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In
performing its responsibilities, the Committee shall have the authority to hire and obtain advice, reports or opinions from internal
or external counsel and expert advisors, including sole authority to retain and terminate search firms to identify director candidates,
and to set the terms and fees for any such search firms, legal counsel and advisors.
Adopted:
[ ], 2021
Exhibit
99.12
G
SQUARED ASCEND II INC.
CHARTER
OF THE COMPENSATION COMMITTEE
OF
THE BOARD OF DIRECTORS
Purpose
of the Committee
The
purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of G
Squared Ascend II Inc. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans
and practices, including its executive, director and other incentive and equity-based compensation plans and to review and prepare
any disclosures required to be made by the Company in its periodic filings with the Securities and Exchange Commission (“SEC”)
pursuant to the rules and regulations of the SEC.
This
Charter is intended as a tool within which the Board, assisted by its committees, directs the affairs of the Company. While it
should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of
the Company’s charter and bylaws (“Governing Documents”), it is not intended to establish by its own force any
legally binding obligations.
Composition
of the Committee
The
members of the Committee shall be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee.
The Board may designate one member of the Committee as its Chairperson and in the absence of any such designation by the Board,
the Committee shall designate by majority vote of the full Committee one member of the Committee as its Chairperson. Vacancies
on the Committee shall be filled by majority vote of the Board at the next meeting of the Board following the occurrence of the
vacancy or by written consent of the Board. No member of the Committee shall be removed except by majority vote of the Board.
The Board may remove any member from the Committee at any time with or without cause. Resignation or removal of a director from
the Board, for whatever reason, shall automatically constitute resignation or removal, as applicable, from the Compensation Committee.
The
Committee shall be comprised of directors, each of whom meets the independence requirements established by the Board and applicable
laws, regulations and listing requirements of the New York Stock Exchange (the “NYSE”) as in effect from time to time.
At least two members of the Committee also shall qualify as (i) a “non-employee director” within the meaning of Rule
16b-3 promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and (ii) an “outside
director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).
Each member shall also be free of any relationship that, in the judgment of the Board, would interfere with the exercise of his
or her independent judgment.
Meetings
and Procedures of the Committee
The
Committee may fix its own rules of procedure, which shall be consistent with the Governing Documents. The Committee shall meet
as often as it deems necessary or appropriate, but at least annually. The Chairperson of the Committee or a majority of the members
of the Committee may also call a special meeting of the Committee. A majority of the members of the Committee shall constitute
a quorum for purposes of a meeting.
The
Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are
sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests.
The Company’s Chief Executive Officer (“CEO”) shall not attend the portion of any meeting where the CEO’s
performance or compensation are discussed.
The
Committee shall report to the Board on Committee findings, recommendations and other matters the Committee deems appropriate or
the Board requests. The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books
and records of the Company. Any action required or permitted to be taken at any meeting of the Committee may be taken without
a meeting, if all members of the Committee consent thereto in writing, and the writing or writings are filled with the minutes
of proceedings of the Committee.
Delegation
of Authority
The
Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such
power and authority as the Committee deems appropriate; provided, however, that the Committee shall not delegate to a subcommittee
any power or authority required by any law, regulation or stock listing standard to be exercised by the Committee as a whole.
The
Committee may also delegate to one or more executive officers of the Company the authority to make grants of equity-based compensation
to eligible individuals who are not executive officers. Any executive officer to whom the Committee grants such authority shall
regularly report to the Committee grants so made and the Committee may revoke any delegation of authority at any time.
Committee
Responsibilities
The
primary responsibilities of the Committee shall be to:
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Ensure
that the Company’s executive compensation programs are designed to enable it to recruit, retain and motivate a large
group of talented and diverse executives.
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Ensure
that the Company’s executive compensation programs are appropriately competitive, support organization objectives and
stockholder interests, and ensure executive compensation is adequately designed to align the interests of executive officers
with the long-term performance of the Company.
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Review
and report to the Board for its consideration any cash incentive compensation plans, option plans or other equity based plans
that provide for payment in the Company’s stock or are based on the value of the Company’s stock, subject to any
approvals required by the stockholders of the Company.
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Oversee
all employee benefit plans and programs of the Company, its subsidiaries and divisions, including the authority to adopt,
amend and terminate such plans and programs (unless approval by the Board or stockholders is required by law).
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Review
and approve annual corporate goals and objectives relevant to the CEO’s compensation; evaluate the CEO’s performance
in light of those goals and objectives; and recommend for approval by the independent members of the Board, the CEO’s
compensation level based on this evaluation.
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Evaluate
and recommend for Board approval, on an annual basis, the individual elements of total compensation for the executive officers
(within the meaning of Section 16 of the Exchange Act), other than the CEO, and other key executives.
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Evaluate
and recommend for Board approval any mandatory stock ownership guidelines.
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Review
and make such recommendations to the Board as it deems advisable regarding the compensation paid to non-employee directors.
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Make
all approvals necessary under Section 16 of the Exchange Act, Section 162(m) of the Code and other regulatory provisions.
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If
applicable, review and discuss the Compensation Discussion and Analysis (the “CD&A”) required to be included
in the Company’s proxy statement and annual report on Form 10-K by the rules and regulations of the SEC with management,
and, based on such review and discussion, determine whether or not to recommend to the Board that the CD&A be so included.
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Produce
the annual Compensation Committee Report for inclusion in the Company’s proxy statement in compliance with the rules
and regulations promulgated by the SEC.
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Annually
assess and report to the Board on the performance and effectiveness of the Committee.
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Review
this Charter on an annual basis, update it as appropriate, and submit it for the approval of the Board when updated.
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Undertake
such other responsibilities or tasks as the Board may delegate or assign to the Committee from time to time.
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Investigations
and Studies; Outside Advisers
The
Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities,
and may retain, at the Company’s expense, such independent legal counsel or other consultants or advisers as it deems necessary
and appropriate, including compensation consultants to advise the Committee with respect to amounts or forms of executive or director
compensation, and may rely on the integrity and advice of any such counsel or other advisers. It is the Committee’s intention
that any compensation consultant engaged to advise the Committee with respect to executive and director compensation will not
engage in work for the Company that is unrelated to executive and director compensation advisory services without prior approval
of the Committee Chairperson.
The
Committee shall be directly responsible for the appointment, compensation and oversight of the work of any such compensation consultant,
legal counsel and other adviser retained by the Committee. The Company shall provide for appropriate funding, as determined by
the compensation committee, for payment of reasonable compensation to a compensation consultant, legal counsel or any other adviser
retained by the compensation committee. The Committee shall have sole authority to approve related fees and retention terms.
The
Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Committee, other
than in-house legal counsel, only after taking into consideration all factors relevant to the adviser’s independence from
management, including those specified in Section 303A.02(a)(ii) of the NYSE Listed Company Manual and the following factors:
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the
provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other
adviser;
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the
amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser,
as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;
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the
policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed
to prevent conflicts of interest;
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any
business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee;
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any
stock of the Company owned by the compensation consultant, legal counsel or other adviser; and
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any
business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the
adviser with a member of senior management.
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Notwithstanding
the foregoing, the Committee is not required to conduct an independence assessment for a compensation adviser that acts in a role
limited to the following activities for which no disclosure is required under Item 407(e)(3)(iii) of Regulation S-K promulgated
by the SEC: (a) consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of Executive
Officers or directors of the Company, and that is available generally to all salaried employees; and/or (b) providing information
that either is not customized for the Company or that is customized based on parameters that are not developed by the adviser,
and about which the adviser does not provide advice.
Adopted:
[ ], 2021
Exhibit 99.13
G
SQUARED ASCEND II INC.
CHARTER
OF THE AUDIT COMMITTEE
OF
THE BOARD OF DIRECTORS
Purpose
of the Committee
The
primary purpose of the Audit Committee (the “Committee”) shall be to act on behalf of the Board of Directors (the
“Board”) of G Squared Ascend II Inc. (the “Company”), in (i) fulfilling the Board’s oversight responsibilities
with respect to the Company’s corporate accounting and financial reporting processes, compliance with legal and regulatory
requirements, the systems of internal control over financial reporting, and audits of financial statements, as well as the quality
and integrity of the Company’s financial statements and reports and the qualifications, independence and performance of
the registered public accounting firm or firms engaged as the Company’s independent outside auditors for the purpose of
preparing or issuing an audit report or performing other audit, review or attest services (the “Auditors”) and (ii)
preparing disclosure required by Item 407(d)(3)(i) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities
Act”). The Committee shall also provide oversight assistance in connection with the Company’s legal, regulatory and
ethical compliance programs as established by management and the Board. The operation of the Committee shall be subject to the
Bylaws of the Company as in effect from time to time.
The
policy of the Committee, in discharging these obligations, shall be to maintain and foster an open avenue of communication among
the Committee, the Auditors and the Company’s financial management.
Composition
of the Committee
The
Committee shall consist of at least three members of the Board, each of whom (i) are financially literate, as determined by the
Board, or must become financially literate within a reasonable period of time following their appointment and (ii) meets the independence
requirements of the Securities and Exchange Commission (“SEC”) and applicable laws, regulations and listing requirements
of the New York Stock Exchange (the “NYSE”) as in effect from time to time. At least one member (i) must have accounting
or related financial management expertise, as determined by the Board, and (ii) shall qualify as an “Audit Committee Financial
Expert” as defined in Item 407(d)(5)(ii) of Regulation S-K and shall otherwise satisfy the applicable sophistication requirements
of the NYSE as in effect from time to time.
Members
of the Committee may only receive director and committee member fees as compensation from the Company. The members of the Committee
shall be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee. The Board shall designate
one member of the Committee as its Chairperson. Vacancies on the Committee shall be filled by majority vote of the Board at the
next meeting of the Board following the occurrence of the vacancy or by written consent of the Board. No member of the Committee
shall be removed except by majority vote of the Board. The Board may remove any member from the Committee at any time with or
without cause. Resignation or removal of a director from the Board, for whatever reason, shall automatically constitute resignation
or removal, as applicable, from the Compensation Committee.
No
member of the Committee may simultaneously serve on the audit committee of more than three issuers having securities registered
under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), unless the Board determines
that such simultaneous service would not impair the ability of such member to effectively serve on the Committee.
Meetings
and Procedures of the Committee
The
Committee shall meet as often as it deems necessary or appropriate, but at least quarterly. A majority of the members of the Committee
shall constitute a quorum for purposes of a meeting.
The
Committee shall report to the Board on Committee findings, recommendations and other matters the Committee deems appropriate or
the Board requests. The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books
and records of the Company. Any action required or permitted to be taken at any meeting of the Committee may be taken without
a meeting, if all members of the Committee consent thereto in writing, and the writing or writings are filled with the minutes
of proceedings of the Committee.
Delegation
of Authority
The
Committee shall have authority to appoint, determine compensation for, and at the Company’s expense, retain and oversee
the Auditors as set forth in Section 10A(m)(2) of the Exchange Act and the rules thereunder and otherwise to fulfill its responsibilities
under this Charter. The Committee shall have authority to retain and determine compensation for, at the expense of the Company,
special legal, accounting or other advisors or consultants as it deems necessary or appropriate in the performance of its duties.
The Committee shall also have authority to pay, at the expense of the Company, ordinary administrative expenses that, as determined
by the Committee, are necessary or appropriate in carrying out its duties. Each member of the Committee shall have full access
to all books, records, facilities and personnel of the Company as deemed necessary or appropriate by any member of the Committee
to discharge his or her responsibilities hereunder. The Committee shall have authority to require that any of the Company’s
personnel, counsel, accountants (including the Auditors) or investment bankers, or any other consultant or advisor to the Company
attend any meeting of the Committee or meet with any member of the Committee or any of its special outside legal, accounting or
other advisors or consultants. The approval of this Charter by the Board shall be construed as a delegation of authority to the
Committee with respect to the responsibilities set forth herein.
Committee
Responsibilities
The
Committee shall oversee the Company’s financial reporting process on behalf of the Board, and shall have direct responsibility
for the appointment, compensation, retention and oversight of the work of the Auditors and any other registered public accounting
firm engaged for the purpose of performing other review or attest services for the Company. The Auditors and each such other registered
public accounting firm shall report directly and be accountable to the Committee. The Committee’s functions and procedures
should remain flexible to address most effectively changing circumstances.
It
shall be the responsibility of management to prepare the Company’s financial statements and periodic reports and the responsibility
of the Auditors to audit those financial statements. These functions shall not be the responsibility of the Committee, nor shall
it be the Committee’s responsibility to ensure that the financial statements or periodic reports are complete and accurate,
conform to generally accepted accounting principles (“GAAP”) or otherwise comply with applicable laws.
To
implement the Committee’s purpose and policy, the Committee shall be charged with the following functions and processes
with the understanding, however, that the Committee may supplement or (except as otherwise required by applicable laws or rules)
deviate from these activities as appropriate under the circumstances:
1.
Evaluation and Retention of Auditors. To evaluate the performance of the Auditors, including the lead partner, to assess
their qualifications (including their internal quality-control procedures and any material issues raised by that firm’s
most recent internal quality-control review or any investigations by regulatory authorities) and to determine whether to retain
or to terminate the engagement of the existing Auditors or to appoint and engage a different independent registered public accounting
firm, which retention shall be subject only to ratification by the Company’s stockholders (if the Committee or the Board
elects to submit such retention for ratification by the stockholders). At least annually, the Committee should obtain and review
a report by the Auditors that describes (1) the firm’s internal quality control procedures, (2) any material issues raised
by the most recent internal quality control review, peer review or Public Company Accounting Oversight Board (United States) (the
“PCAOB”) review or inspection of the firm or by any other inquiry or investigation by governmental or professional
authorities in the past five years regarding one or more audits carried out by the firm and any steps taken to resolve any such
issues, and (3) all relationships between the firm and the Company or any of its subsidiaries; and to discuss with the independent
auditors this report and any relationships or services that may impact the objectivity and independence of the Auditors. At least
annually, the Committee should evaluate the qualifications, performance and independence of the Auditors, including an evaluation
of the lead audit partner; and to assure the regular rotation of the lead audit partner.
2.
Communication Prior to Engagement. Prior to engagement of any prospective Auditors, to review a written disclosure
by the prospective Auditors of all relationships between the prospective Auditors, or their affiliates, and the Company, or persons
in financial oversight roles at the Company, that may reasonably be thought to bear on independence, and to discuss with the prospective
Auditors the potential effects of such relationships on the independence of the prospective Auditors, consistent with Ethics and
Independence Rule 3526, Communication with Audit Committees Concerning Independence (“Rule 3526”), of the PCAOB.
3.
Approval of Audit Engagements. To determine and approve engagements of the Auditors, prior to commencement of such
engagements, to perform all proposed audit, review and attest services, including the scope of and plans for the audit, the adequacy
of staffing, the compensation to be paid, at the Company’s expense, to the Auditors and the negotiation and execution, on
behalf of the Company, of the Auditors’ engagement letters, which approval may be pursuant to preapproval policies and procedures
established by the Committee consistent with applicable laws and rules, including the delegation of preapproval authority to one
or more Committee members so long as any such preapproval decisions are presented to the full Committee at the next scheduled
meeting. The Committee should review and discuss with the Auditors (1) the Auditors’ responsibilities under generally accepted
auditing standards and the responsibilities of management in the audit process, (2) the overall audit strategy, (3) the scope
and timing of the annual audit, (4) any significant risks identified during the Auditors’ risk assessment procedures and
(5) when completed, the results, including significant findings, of the annual audit.
4.
Approval of Non-Audit Services. To determine and approve engagements of the Auditors, prior to commencement of such
engagements (unless in compliance with exceptions available under applicable laws and rules related to immaterial aggregate amounts
of services), to perform any proposed permissible non-audit services, including the scope of the service and the compensation
to be paid therefor, at the Company’s expense, which approval may be pursuant to preapproval policies and procedures established
by the Committee consistent with applicable laws and rules, including the delegation of preapproval authority to one or more Committee
members so long as any such preapproval decisions are presented to the full Committee at the next scheduled meeting.
5.
Auditor Independence. At least annually, consistent with Rule 3526, to receive and review written disclosures from
the Auditors delineating all relationships between the Auditors, or their affiliates, and the Company, or persons in financial
oversight roles at the Company, that may reasonably be thought to bear on independence and a letter from the Auditors affirming
their independence, to consider and discuss with the Auditors any potential effects of any such relationships on the independence
of the Auditors as well as any compensation or services that could affect the Auditors’ objectivity and independence, and
to assess and otherwise take appropriate action to oversee the independence of the Auditors.
6.
Former Employees of Auditor. To consider and, if deemed appropriate, adopt clear policies regarding hiring of employees
or former employees of the Auditors that participated in any capacity in any Company audit.
7.
Audited Financial Statement Review. To review, upon completion of the audit, the financial statements proposed to be
included in the Company’s Registration Statements and Annual Report on Form 10-K to be filed with the SEC and to recommend
whether or not such financial statements should be so included.
8.
Annual Audit Results. To review with management and the Auditors, the results of the annual audit, including the Auditors’
assessment of the quality, not just acceptability, of the Company’s accounting principles and practices, the Auditors’
views about qualitative aspects of the Company’s significant accounting practices, the reasonableness of significant judgments
and estimates (including material changes in estimates), all known and likely misstatements identified during the audit (other
than those the Auditors believe to be trivial), the adequacy of the disclosures in the financial statements and any other matters
required to be communicated to the Committee by the Auditors under the standards of the PCAOB.
9.
Auditor Communications. At least annually, to discuss with the Auditors the matters required to be discussed by Statement
on Auditing Standards No. 61, as amended (AICPA, Professional Standards, vol. 12. AU section 380), as adopted by the PCAOB
in Rule 3200T (including any successor rule adopted by the PCAOB).
10.
Quarterly Results. To review and discuss with management and the Auditors, as appropriate, the results of the
Auditors’ review of the Company’s quarterly financial statements, prior to public disclosure of quarterly financial
information, if practicable, or filing with the SEC of the Company’s Quarterly Report on Form 10-Q, and any other matters
required to be communicated to the Committee by the Auditors under generally accepted auditing standards, including standards
of the PCAOB, as appropriate.
11.
Earnings Releases. To review and discuss with management and the Auditors the Company’s earnings press
releases, including the type of information to be included and its presentation and the use of any pro forma, adjusted or other
non-GAAP financial information and any financial information and earnings guidance provided to analysts and ratings agencies,
including the type of information to be disclosed and type of presentation to be made.
12.
Management’s Discussion and Analysis. To review and discuss with management and the Auditors, as appropriate,
the Company’s disclosures contained under the caption “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” in its periodic reports to be filed with the SEC.
13.
Accounting Principles and Policies. To review with management and the Auditors, as appropriate, significant issues
that arise regarding accounting principles and financial statement presentation, including critical accounting policies and practices,
alternative accounting policies available under GAAP related to material items discussed with management, the potential impact
on the Company’s financial statements of off-balance sheet structures and any other significant reporting issues and judgments,
significant regulatory, legal and accounting initiatives or developments that may have a material impact on the Company’s
financial statements, compliance programs and policies if, in the judgment of the Committee, such review is necessary or appropriate.
14.
Risk Assessment and Management. To review and discuss with management and, as appropriate, the Auditors the Company’s
guidelines and policies with respect to risk assessment and risk management, including the Company’s major financial risk
exposures and the steps taken by management to monitor and control these exposures; and to review and discuss with management
insurance programs, including director and officer insurance, product liability insurance and general liability insurance (but
excluding compensation and benefits-related insurance).
15.
Management Cooperation with Audit. To evaluate the cooperation received by the Auditors during their audit examination,
including a review with the Auditors of any significant difficulties encountered during the audit or any restrictions on the scope
of their activities or access to required records, data and information and, whether or not resolved, significant disagreements
with management and management’s response, if any.
16.
Management Letters. To review and discuss with the Auditors and, if appropriate, management, any management or internal
control letter issued or, to the extent practicable, proposed to be issued by the Auditors and management’s response, if
any, to such letter, as well as any additional material written communications between the Auditors and management.
17.
National Office Communications. To review and discuss with the Auditors, as appropriate, communications between the
audit team and the Auditors’ national office with respect to accounting or auditing issues presented by the engagement.
18.
Disagreements Between Auditors and Management. To review with management and the Auditors, or any other registered
public accounting firm engaged to perform review or attest services, any conflicts or disagreements between management and the
Auditors, or such other accounting firm, whether or not resolved, regarding financial reporting, accounting practices or policies
or other matters, that individually or in the aggregate could be significant to the Company’s financial statements or the
Auditors’ report, and to resolve any conflicts or disagreements regarding financial reporting.
19.
Internal Control Over Financial Reporting and Disclosure Controls. To confer with management and the Auditors, as appropriate,
regarding the scope, adequacy and effectiveness of internal control over financial reporting and disclosure controls and procedures,
including significant deficiencies or material weaknesses identified by the Auditors. To review with the management and the Auditors
any fraud, whether or not material, that includes management or other employees who have any significant role in the Company’s
internal control over financial reporting or disclosure controls, and any significant changes in internal controls or disclosure
controls or other factors that could significantly affect them, including any corrective actions in regard to significant deficiencies
or material weaknesses.
20.
Separate Sessions. Periodically, to meet in separate sessions with the Auditors, as appropriate, and management to
discuss any matters that the Committee, the Auditors or management believe should be discussed privately with the Committee.
21.
Correspondence with Regulators. To consider and review with management, the Auditors, outside counsel, as appropriate,
and any special counsel, separate accounting firm or other consultants and advisors as the Committee deems appropriate, any correspondence
with regulators or governmental agencies and any published reports that raise material issues regarding the Company’s financial
statements or accounting policies.
22.
Complaint Procedures. To establish procedures, when and as required by applicable laws and rules, for the receipt,
retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters
and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters,
and to establish such procedures as the Committee may deem appropriate for the receipt, retention and treatment of complaints
received by the Company with respect to any other matters that may be directed to the Committee for review and assessment.
23.
Ethical Compliance; Compliance with Legal and Regulatory Requirements. To review the results of management’s
efforts to monitor compliance with the Company’s programs and policies designed to ensure adherence to applicable laws and
rules, as well as to its Code of Business Conduct and Ethics, as amended from time to time, and regarding legal matters and compliance
with legal and regulatory requirements that may have a material effect on the Company’s business, financial statements or
compliance policies, including any material reports or inquiries from regulatory or governmental agencies.
24.
Related-Person Transactions. To review and provide oversight of related-person transactions, as required by stock exchange
rules and regulations.
25.
Engagement of Registered Public Accounting Firms. To determine and approve engagements of any registered public accounting
firm (in addition to the Auditors), prior to commencement of such engagements, to perform any other review or attest service,
including the compensation to be paid, at the Company’s expense, to such firm and the negotiation and execution, on behalf
of the Company, of such firm’s engagement letter, which approval may be pursuant to preapproval policies and procedures,
including the delegation of preapproval authority to one or more Committee members, so long as any such preapproval decisions
are presented to the full Committee at the next scheduled meeting.
26.
Investment Policy. To review, on a periodic basis, as appropriate, the Company’s investment policy and recommend
to the Board any changes to the investment policy.
27.
Investigations. To investigate any matter brought to the attention of the Committee within the scope of its duties
if, in the judgment of the Committee, such investigation is necessary or appropriate.
28.
Proxy Report. To prepare the report of the Committee required by the rules of the SEC to be included in the Company’s
annual proxy statement.
29.
Annual Charter Review. To review and assess the adequacy of this Charter annually and recommend any proposed changes
to the Board for approval.
30.
Report to Board. To report to the Board with respect to material issues that arise regarding the quality or integrity
of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance
or independence of the Auditors or such other matters as the Committee deems appropriate from time to time or whenever it shall
be called upon to do so.
31.
Annual Committee Evaluation. To conduct an annual evaluation of the performance of the Committee.
32.
Internal Audit Function. Until the internal audit function of the Company is established, to assist with the Board’s
oversight of the design and implementation of an internal audit function; meet periodically with Company personnel primarily responsible
for designing and implementing the internal audit function; review with the Auditors the Company’s plans for implementing
the internal audit function, including management’s plans for internal audit’s budget, staff and responsibilities;
and report regularly to the Board regarding the design and implementation of internal audit. Once the internal audit function
is established, the Committee will monitor that the Company maintains an effective internal audit function and oversee the internal
auditors (or other personnel responsible for the internal audit function), who will report directly to the Committee.
33.
General Authority. To perform such other functions and to have such powers as may be necessary or appropriate in the
efficient and lawful discharge of the foregoing.
Adopted:
[ ], 2021