As filed with the U.S. Securities and Exchange
Commission on August 20, 2021
Registration No. 333-256816
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
(Amendment No. 1)
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MOUNT RAINIER
ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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6770
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86-2029991
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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Mount Rainier Acquisition Corp.
256 W. 38th Street, 15th Floor
New York, NY 10018
Tel: 212-785-4680
(Address, including zip code, and telephone number,
including area code, of registrant’s principal
executive offices)
Matthew Kearney
Chief Executive Officer
Mount Rainier Acquisition Corp.
256 W. 38th Street, 15th Floor
New York, NY 10018
Tel: 212-785-4680
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
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Mitchell S. Nussbaum
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Thomas J. Poletti
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Andrei Sirabionian
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Veronica Lah
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Loeb & Loeb LLP
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Manatt, Phelps & Phillips LLP
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345 Park Avenue
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695 Town Center Drive, 14th Floor
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New York, New York 10154
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Costa Mesa, California 92626
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(212) 407-4000
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(714) 371-2500
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(212) 407-4990 — Facsimile
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(714) 371-2550 Facsimile
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Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this offering.
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, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the Exchange Act:
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer x
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Smaller reporting company x
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Emerging growth company x
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Security being registered
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Amount
Being
Registered(2)
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Proposed
Maximum
Offering
Price per
Security(1)
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Proposed
Maximum
Aggregate
Offering
Price (1)(2)
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Amount of
Registration
Fee
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Units, each consisting of one share of common stock, $0.0001 par value and one Warrant entitling the holder to purchase one-half of a share of common stock(2)
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17,250,000
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$
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10.00
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$
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172,500,000
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$
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18,820
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Shares of common stock, $0.0001 par value, included as part of the units(3)
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17,250,000
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--
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--
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--
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(4)
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Warrants included as part of the units(3)
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17,250,000
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--
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--
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--
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(4)
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Total
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172,500,000
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$
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18,820
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(5)
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(1)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under
the Securities Act of 1933, as amended.
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(2)
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Includes 2,250,000 units, consisting of 2,250,000 shares of common stock and 2,250,000 redeemable warrants
with each warrant entitling the holder to purchase one-half of a share of common stock, which may be issued upon exercise of a 45-day
option granted to the underwriters to cover over-allotments, if any.
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(3)
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Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities
as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(4)
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No fee pursuant to Rule 457(g).
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The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
The information
in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer
to buy these securities in any jurisdiction where the offer or sale is not permitted.
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PRELIMINARY
PROSPECTUS
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SUBJECT
TO COMPLETION, DATED August 20, 2021
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$150,000,000
MOUNT RAINIER ACQUISITION CORP.
15,000,000 UNITS
Mount Rainier Acquisition Corp., which we refer
to as “we,” “us” or “our company,” is a newly organized blank check company incorporated in Delaware
and formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our “initial
business combination.” Although we are not limited to a particular industry or geographic region for purposes of consummating an
initial business combination, we intend to focus on transactions with companies and assets with a global reach
This is an initial public offering of our
securities. We are offering 15,000,000 units at an offering price of $10.00 per unit. Each unit consists of one share of common stock,
par value $0.0001, and one warrant, which we refer to throughout this prospectus as “warrants” or the “public warrants.”
Each warrant entitles the holder thereof to purchase one-half (1/2) of a share of common stock at a price of $11.50 per whole share,
subject to adjustment as described in the prospectus. We will not issue fractional shares. As a result, you must exercise public warrants
in multiples of two warrants, at a price of $11.50 per whole share, subject to adjustment as described in this prospectus, to validly
exercise your warrants. Each warrant will become exercisable on the later of one year after the closing of this offering or 30 days
after the completion of an initial business combination, and will expire five years after the completion of an initial business combination,
or earlier upon redemption.
We have also granted A.G.P./Alliance Global Partners
(“A.G.P.”), the representative of the underwriters, a 45-day option to purchase up to an additional 2,250,000 units (over
and above the 15,000,000 units referred to above) solely to cover over-allotments, if any.
We will provide the holders of our outstanding
shares of common stock that were sold as part of the units in this offering with the opportunity to redeem their shares of common stock
upon the consummation of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the trust account described below, including interest (net of taxes payable), divided by the number of then outstanding shares
of common stock that were sold as part of the units in this offering, which we refer to as our “public shares.”
We have 18 months to consummate our initial business
combination. If we are unable to consummate our initial business combination within the above time period, we will distribute the aggregate
amount then on deposit in the trust account, pro rata to our public stockholders, by way of the redemption of their shares and thereafter
cease all operations except for the purposes of winding up of our affairs, as further described herein. In such event, the warrants will
expire and be worthless.
Our sponsor, DC Rainier SPV LLC, together
with certain of our officers and directors, own 3,047,500 shares of our common stock and the representative of the underwriters owns
1,265,000 shares of our common stock (up to an aggregate of 562,500 shares of which are subject to forfeiture depending on the extent
to which the underwriters’ over-allotment option is exercised).
Our sponsor, CEO and CFO have agreed to purchase
an aggregate of 251,200 units, at $10.00 per unit for a total purchase price of $2,512,000 (on a private placement basis simultaneously
with the consummation of this offering (the “private placement units”). The private placement units are identical to the
units sold in this offering. There will be no underwriting fees or commissions with respect to the private placement units.
There is presently no public market for our
units, common stock, or warrants. We have applied to have our units listed on The Nasdaq Capital Market, or Nasdaq, under the symbol
“RNERU”. We cannot guarantee that our securities will be approved for listing on Nasdaq. Once the securities comprising the
units begin separate trading as described in this prospectus, the shares of common stock and warrants will be traded on Nasdaq under
the symbols “RNER” and “RNERW” respectively. We cannot assure you that our securities will continue to be listed
on Nasdaq after this offering.
We are an “emerging growth company”
as defined in the Jumpstart Our Business Startups Act of 2012 and will therefore be subject to reduced public company reporting requirements.
Investing in our securities involves a high
degree of risk. See “Risk Factors” beginning on page 18 of this prospectus for a discussion of information that should
be considered in connection with an investment in our securities.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
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Price
to Public
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Underwriting
Discount and
Commissions(1)
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Proceeds,
Before
Expenses,
to us
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Per unit
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$
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10.00
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$
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0.03
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$
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9.97
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Total
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$
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150,000,000
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$
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500,000
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$
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149,500,000
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(1)
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Includes $0.03 per unit, or $500,000, in underwriting
commissions to be paid in cash at the closing of this offering. Of such amount, $100,000 is payable to The Benchmark Company, LLC,
for acting as a “qualified independent underwriter” as defined by the FINRA rules as described herein. We
have engaged A.G.P. as an advisor in connection with our business combination. We will pay A.G.P. in cash or stock for such services
upon the consummation of our initial business combination in an amount equal to 4.0% of the gross proceeds of this offering, or
$6,000,000 (or $6,900,000 if the over-allotment option is exercised in full) in the aggregate, exclusive of any applicable
finders’ fees which might become payable. In addition, we issued 1,265,000 representative shares, 165,000 of which are
subject to forfeiture if the over-allotment option is not exercised, to A.G.P. for nominal consideration of $0.006 per share as part
of its underwriting compensation for this offering. See “Underwriting – Conflicts of Interest” for further
information relating to the underwriting compensation we will pay in this offering and fees payable to A.G.P. upon the consummation
of the business combination.
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A.G.P.
has a “conflict of interest” within the meaning of Financial Industry Regulatory Authority (“FINRA”) Rule 5121(f)(5)(B) in
this offering because it beneficially owns more than 10% of our shares. Due to this conflict of interest, The Benchmark Company,
LLC, is acting as a “qualified independent underwriter” in accordance with FINRA Rule 5121, which requires, among other
things, that a qualified independent underwriter participate in the preparation of, and exercise the usual standards of “due diligence”
with respect to, this prospectus and the registration statement of which it forms a part. The Benchmark Company, LLC will be paid a fee of $100,000 from the total underwriting discount in this offering in consideration for its services
and expenses as qualified independent underwriter. See “Underwriting — Conflicts of Interest” for further information.
Upon
consummation of the offering, $10.00 per unit sold to the public in this offering (whether or not the over-allotment option has been exercised
in full or part) will be deposited into a United States-based trust account at a with American
Stock Transfer & Trust Company, LLC acting as trustee. Except as described in this prospectus, these funds will not be
released to us until the earlier of the completion of our initial business combination and our redemption of the public shares upon our
failure to consummate a business combination within the required period.
The underwriters are offering the units on a firm
commitment basis. A.G.P./Alliance Global Partners, acting as the sole book-running manager, expects to deliver the units to purchasers
on or about , 2021.
Sole
Book-Running Manager
A.G.P.
Co-Manager
Brookline Capital
Markets
a
division of Arcadia Securities, LLC
Qualified
Independent Underwriter
The
Benchmark Company, LLC
, 2021
MOUNT RAINIER ACQUISITION CORP.
TABLE OF CONTENTS
SUMMARY
This summary only highlights the more detailed
information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider
in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors”
and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in
this prospectus:
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“we,” “us” or “our company” refers to Mount Rainier Acquisition
Corp.;
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“initial stockholders” refers to all of our stockholders immediately prior to the date
of this prospectus, including our sponsor, officers and directors and the representative to the extent they hold such shares;
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“founder shares” refers to the 4,312,500 shares of common stock held by our sponsor, our
officers, directors, and which includes the representative shares issued to the representative prior to this offering (including up to
an aggregate of 562,500 shares of common stock subject to forfeiture to the extent that the underwriters’ over-allotment option
is not exercised in full or in part);
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“private placement” refers to the private placement of 251,200 private placement units
at a price of $10.00 per private placement units, for an aggregate purchase price of $10.00, which will occur simultaneously with the
completion of this offering;
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“private
placement units” refers to the units issued to our sponsor, CEO and CFO in a private
placement simultaneously with the closing of this offering, which private placement units
are identical to the units sold in this offering;
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“public shares” refers to shares of our common stock sold as part of the units in this
offering (whether they are purchased in this offering or thereafter in the open market);
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the term “public stockholders” refers to the holders of shares of common stock which are
being sold as part of the units in this public offering, or “public shares,” whether they are purchased in the public offering
or in the aftermarket, including any of our initial stockholders to the extent that they purchase such public shares (except that our
initial stockholders will not have conversion or tender rights with respect to any public shares they own);
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“public warrants” refers to our redeemable warrants sold as part of the units in this offering
(whether they are purchased in this offering or thereafter in the open market, including warrants that may be acquired by our sponsor
or its affiliates in this offering or thereafter in the open market);
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“representative” refers to A.G.P./Alliance Global Partners, which is the representative
of the underwriters in this offering;
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“representative shares” refers to 1,265,000 shares of our common stock issued as compensation
to the representative and its designees, 165,000 shares of common stock of which are subject to forfeiture if the over-allotment option
is not exercised;
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“sponsor”
refers to DC Rainier SPV LLC, a Delaware limited liability company managed by Dominion
Capital LLC, a U.S. investment advisory firm.
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Unless we tell you otherwise, the information
in this prospectus assumes that the underwriters will not exercise their over-allotment option
Certain financial information contained in
this prospectus has been rounded and, as a result, certain totals shown in this prospectus may not equal the arithmetic sum of the figures
that should otherwise aggregate to those totals.
You should rely only on the information contained
in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. We are not,
and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted.
Our Company
We are a blank check company
recently incorporated as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or other 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. Our efforts to identify a prospective target business will not be limited to any particular industry or geographic region,
although we intend to focus on transactions with companies and assets with a global reach. We have not selected any specific 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 with respect to an initial business combination with us. Additionally, we have not engaged or retained
any agent or other representative to identify or locate any suitable acquisition candidate.
While we may pursue an initial
business combination target in any industry or geographic region, we intend to focus on established, technology focused businesses that
have an aggregate enterprise value of approximately $500 million to $2.0 billion and would benefit from access to public markets
and the operational and strategic expertise of our management team and board of directors. We will seek to capitalize on the significant
experience of our management team in consummating an initial business combination with the ultimate goal of pursuing attractive returns
for our shareholders.
Our Management Team
Our management team is led by Matthew Kearney,
our Chief Executive Officer and Young Cho, our Chief Financial Officer who have extensive experience as private
equity investors and as C-level executives in a variety of industries including media, financial institutions, and fintech.
Matthew Kearney, our Chief Executive Officer and
a member of our board of directors, has over 30 years of experience as an investor, Chief Executive Officer, Executive Chairman, and Board
member in mergers and acquisitions in the United States and United Kingdom in the areas of private equity, technology and wealth management.
Mr. Kearney has previously been an investor and involved in leadership positions of a number of companies including a special purpose
acquisition company. Matthew has an MBA from London Business School, a BSc (Hons) in Aeronautical Engineering from Manchester University,
and C.Eng. (RAeS).
Young Cho, our Chief Financial Officer, has
a wide range of experience in the banking and fintech industries. Most recently, Mr. Cho has served in CIO and CFO positions at
a select group of early stage cryptocurrency companies. Before getting involved in crypto startups, Mr. Cho held several investment
banking positions and was a co-founder and Managing Director at Newtonian Capital, a multi-strategy hedge fund focusing on event-driven
strategies based in Hong Kong. Mr. Cho has a BS in Electrical Engineering from Cornell, a Masters in Financial Engineering from
Cornell, and a MPA in Economic Policy Management from Columbia.
We believe we will greatly benefit from the experiences
of our executive officers and directors as we seek to identify and consummate an initial business combination. Our team has extensive
experience in the financial services sector as investors, managers, principals, advisors or directors of companies operating in the technology
sector. They also have extensive experience in identifying, negotiating with and conducting due diligence on companies targeted for acquisition
and consummating acquisitions in the technology sector. Prior to the consummation of our initial business combination, we intend to leverage
the industry experience of our executive officers and board, including their extensive contacts, relationships and access to acquisition
opportunities. While our management team does have experience pursuing an acquisition on behalf of a blank check company, past performance
by our management team is not a guarantee of success with respect to locating a target business to acquire or any business combination
we may consummate.
The past performance of the members of our management
team or their affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination
or of success with respect to any business combination we may consummate. You should not rely on the historical record of the performance
of our management team or any of its affiliates’ performance as indicative of our future performance.
As more fully discussed in “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 pre-existing fiduciary or contractual obligations, he may be required to present
such business combination opportunity to such entity prior to presenting such business combination opportunity to us.
Our Competitive Advantage
The relationship network, sourcing, valuation,
diligence and execution capabilities of our team should provide us what we believe to be a significant and attractive pipeline of opportunities.
Our competitive strengths include:
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Significant Technology Sector Expertise. Our management team, board of directors
and advisors have spent the majority of their careers working with and building technology companies. Due to the team’s prolific
investment experience in these areas, we have developed a deep understanding of these sectors and an ability to identify technologies
that are on the forefront such as mobile infrastructure, media, and blockchain technologies. This extensive market knowledge has a meaningful
impact on our team’s investment decisions and how we identify attractive opportunities with visionary businesses.
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Extensive Investment and Operational Experience. We meticulously built our executive
management team, board of directors and advisory board with personnel in the technology sector with notable experience across various
operational, financial, private investment, c-suite and board-level roles.
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Leverage Our Network to Identify Investment Opportunities. We intend to capitalize
on our management team’s domain expertise acquired through decades of strategic deal-making in the technology sector. We believe
our management’s deep network of CEO-level and other C-suite/board relationships in addition to pre-eminent private and public market
investors will present us with a substantial number of potential business combination targets.
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Leading
Family Office Sponsor. Dominion Capital LLC is the manager of our sponsor and is a U.S. investment advisory firm that
was founded over a decade ago by serial technology entrepreneurs and finance professionals.
Since then they have invested in hundreds of companies, from early stage startups to multibillion
dollar public companies, venture capital, private equity, real estate, and blockchain. Dominion
Capital’s capital market experience, as well as deep relationships with CEOs, founders,
directors and venture capital funds provides us with a proprietary avenue for sourcing target
businesses.
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A.G.P. is a Leading Shareholder that Brings Deal Flow and Extensive Understanding of Capital Markets
and Public Market Investors. We will be supported by A.G.P. and its team of investment banking professionals, each of whom have
meaningful transaction experience, including corporate finance, mergers and acquisitions, equity and debt capital markets, strategic consulting,
and operations. A.G.P. has developed an extensive network of contacts and corporate relationships which we believe will provide us with
an important source of initial business combination opportunities. A.G.P. is a leading advisor to public company boards of directors and
executives, including technology companies, on matters of public markets capital raising, corporate strategy, and M&A. We believe
that the significant knowhow of A.G.P. will allow us to effectively gauge target companies that possess a readiness for being public,
as well as to support their executives in the process of going public.
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Our Business Strategy
Our management team’s objective is to generate
attractive returns and create value for our shareholders by applying a disciplined strategy of identifying attractive investment opportunities
that could benefit from the addition of capital, liquidity, and management expertise.
We will leverage our management team’s broad
network of potential proprietary and public transaction sources to find an opportunity where their expertise could effect a positive transformation
of the existing business to improve the overall value proposition while maximizing shareholder value.
We believe successful special purpose acquisition
companies require a differentiated story to make a business combination attractive for potential sellers of businesses who become partners
in a public markets context.
We believe that our team will be an attractive
partner given our proven track record of both operational and financial success in small and medium sized public companies and our deep
understanding of how to navigate complicated shareholder and capital markets dynamics in a small and mid-cap context.
Business Combination Criteria
Consistent with this strategy, we have identified
the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to
use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination
with a target business that does not meet these criteria and guidelines. While we intend to utilize these criteria in evaluating business
combination opportunities, we expect that no individual criterion will entirely determine a decision to pursue a particular opportunity.
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U.S. or International Private Technology Company. We will seek to
acquire a private company domiciled either in the United States or internationally primarily focused on the technology sector.
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Emerging Growth Stories. We will seek to acquire
a business that has (i) a strong competitive advantage that will enable them to outpace their peers in terms of earnings and stock
performance, (ii) a record of strong growth in sales and (iii) a large target addressable market that is growing quickly.
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Growth opportunities through capital investment. We intend to seek
candidates who will benefit from additional capital investment through a business combination with a public vehicle.
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Strong management teams with a proven track record. We intend to
seek candidates who have strong management teams with a proven track record of driving revenue growth, enhancing profitability and generating
strong free cash flow. We will seek to partner with potential target’s management team and expect that the operating and financial
abilities of our management and board will help potential target company to unlock opportunities for future growth and enhanced profitability.
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Opportunities for Add-On Acquisitions. We will seek to acquire
a business that we can grow both organically and through acquisitions. In addition, we believe that our ability to source proprietary
opportunities and execute such transactions will help the business we acquire grow through acquisition, and thus serve as a platform for
further add-on acquisitions.
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Being a Public Company. We intend to pursue a business combination
with a company that we believe will benefit from being publicly traded and can effectively utilize the broader access to capital and public
profile that are associated with being a publicly traded company.
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Focus on Risk-Adjusted Return. We intend to acquire a company
that we believe can offer attractive risk-adjusted return on investments for our stockholders.
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These criteria are not intended to be exhaustive.
Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general
guidelines as well as other considerations, factors and criteria that our management 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 in our stockholder communications related to our initial business combination, which, as discussed
in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S. Securities
and Exchange Commission (or the SEC).
Initial Business Combination
Nasdaq rules require that we must
complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in
the trust account (excluding the fee payable to A.G.P. upon a business combination as described in “Underwriting –
Conflicts of Interest” and taxes payable on the interest earned on the trust account) at the time of our signing a definitive
agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair
market value of our initial business combination. If our board of directors is not able to independently determine the fair market
value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another
independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it
unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial
business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if
there is a significant amount of uncertainty as to the value of a target’s assets or prospects. Additionally, pursuant to
Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.
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% of such interests or assets of the target business in order to meet certain objectives of the
prior owners of the target business, the target management team or stockholders or for other reasons, but we will only complete such business
combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise
acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment
Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-transaction company owns or acquires 50%
or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest
in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example,
we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock,
shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a
result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could
own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the
equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such
business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test. If the business
combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the
target businesses and we will treat the target businesses together as our initial business combination for purposes of a tender offer
or for seeking stockholder approval, as applicable.
To the extent we effect our initial business combination
with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous
risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target
business, we cannot assure you that we will properly ascertain or assess all significant risk factors.
In evaluating a prospective target business, we
expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees,
document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made
available to us.
The time required to select and evaluate a target
business and to structure and complete our initial business combination, and the costs associated with this process, are not currently
ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target
business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the
funds we can use to complete another business combination.
Private Placements
On March 26, 2021, our sponsor, along
with certain of our directors and officers and the representative of the underwriters purchased 4,312,500 of our common shares for an
aggregate purchase price of $25,000, which includes 1,265,000 representative shares issued to A.G.P., and which serve as part of the
underwriting compensation for this offering. Such shares are referred to herein as “founder shares” or “insider shares,”
and include an aggregate of up to 562,500 shares that are subject to forfeiture to the extent that the over-allotment option is not exercised
in full or in part so that our initial stockholders (including the representative) will collectively own 20% of our issued and outstanding
shares after this offering. None of our initial stockholders has indicated any intention to purchase public units in this offering.
The founder shares are identical to the public
shares. However, our initial stockholders, including the representative, have agreed (A) to vote their founder shares in favor of
any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial business combination,
an amendment to our certificate of incorporation that would affect the substance or timing of our redemption obligation to redeem all
public shares if we cannot complete an initial business combination within 18 months of the closing of this offering, unless we provide
public stockholders an opportunity to redeem their public shares in conjunction with any such amendment, (C) not to redeem any shares,
including founder shares into the right to receive cash from the trust account in connection with a stockholder vote to approve our proposed
initial business combination or sell any shares to us in any tender offer in connection with our proposed initial business combination,
and (D) that the founder shares shall not participate in any liquidating distribution upon winding up if a business combination
is not consummated.
On
the date of this prospectus, the founder shares will be placed into an escrow account maintained by American Stock
Transfer & Trust Company, LLC acting as escrow agent. The founder shares will not be transferred, assigned, sold or
released from escrow, other than in the case of a permitted transfer described below, until the earlier of (A) one year after
the date of the consummation of our initial business combination or (B) the date on which we complete a liquidation, merger,
stock exchange or other similar transaction after an initial business combination that results in all of the Company’s public
stockholders having the right to exchange their shares of common stock for cash, securities or other properties. Notwithstanding the
foregoing, all of the founder shares will be released from the escrow account if (1) the last reported sale price of the
Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and
recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business
combination or (2) if we complete a transaction after our initial business combination which results in all of our stockholders
having the right to exchange their shares for cash, securities or other property. During the escrow period, the holders of these
shares will not be able to sell or transfer their securities except (1) to any persons (including their affiliates and
stockholders) participating in the private placement of the private placement units, officers, directors, stockholders, employees
and members of our sponsor and its affiliates, (2) amongst initial stockholders or their respective affiliates, or to the
Company’s officers, directors, advisors and employees, (3) if a holder is an entity, as a distribution to its, partners,
stockholders or members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a
trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes,
(5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order,
(7) by certain pledges to secure obligations incurred in connection with purchases of our securities, (8) by private sales
at prices no greater than the price at which the shares were originally purchased or (9) for the cancellation of up to 562,500
shares of common stock subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or
in part or in connection with the consummation of our initial business combination, in each case (except for clause 9 or with our
prior consent) where the transferee agrees to the terms of the escrow agreement and the insider letter.
Additionally, our sponsor, CEO and CFO have
agreed to purchase an aggregate of 251,200 units, at $10.00 per unit for a total purchase price of $10.00 on a private placement basis
simultaneously with the consummation of this offering (the “private placement units”). The private placement units will be
identical to the units sold in this offering. There will be no underwriting fees or commissions with respect to the private placement
units.
The
proceeds from the private placement of the private placement units will be added to the proceeds of this offering and placed in a trust
account in the United States maintained by American Stock Transfer & Trust Company,
LLC, as trustee. If we do not complete our initial business combination within 18 months, our sponsor will waive any and all rights
and claims to any proceeds and interest thereon in respect to the private placement units and the proceeds from the sale of the private
placement units will be included in the liquidating distribution to the holders of our public shares.
The private placement units are identical
to the units sold to the public in this offering. The holders have agreed not to transfer, assign or sell any of the private placement
units until 30 days after the completion of our initial business combination.
If public units or shares of common stock are
purchased by any of our directors, officers or initial stockholders, they will be entitled to funds from the trust account to the same
extent as any public stockholder upon our liquidation but will not have redemption rights related thereto.
Corporate Information
Our executive offices are located at 256 W. 38th
Street, 15th Floor, New York, NY 10018, and our telephone number is 212-785-4680.
We are an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited
to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and
exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden
parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active
trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act
also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of
the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can
delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take
advantage of the benefits of this extended transition period.
We will remain an emerging growth company until
the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering,
(b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated
filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior December 31,
and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
The Offering
In making your decision on whether to invest in our securities, you
should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank
check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities
Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully
consider these and the other risks set forth in the section below entitled “Risk Factors” beginning on page 18 of this
prospectus.
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Securities offered
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15,000,000 units (or 17,250,000 units if the underwriters’ over-allotment
option is exercised in full), at $10.00 per unit, each unit consisting of:
· one
share of common stock; and
· one
warrant to purchase one-half share of common stock
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Listing of our securities
and proposed symbols
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We anticipate the units and the shares of common stock and the warrants, once they begin separate trading, will be listed on the Nasdaq stock exchange under the symbols “RNERU,” “RNER,” and “RNERW,” respectively.
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Trading commencement
and separation of
common stock and
warrants
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Each of the shares of common stock and warrants may trade separately on the 90th day after the date of this prospectus unless A.G.P. determines that an earlier date is acceptable (based upon, among other things, its assessment of the relative strengths of the securities markets and small capitalization companies in general, and the trading pattern of, and demand for, our securities in particular). In no event will A.G.P. allow separate trading of the shares of common stock and warrants until we file an audited balance sheet reflecting our receipt of the gross proceeds of this offering.
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Once the shares of common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into separately trading shares of common stock and warrants.
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We will file a Current Report on Form 8-K with the SEC, including an audited balance sheet, promptly upon the consummation of this offering, which is anticipated to take place two business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the proceeds from the exercise of the over-allotment option if the over-allotment option is exercised on the date of this prospectus. If the over-allotment option is exercised after the date of this prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial information to reflect the exercise of the over-allotment option. We will also include in the Form 8-K, or amendment thereto, or in a subsequent Form 8-K, information indicating if A.G.P. has allowed separate trading of the shares of common stock and warrants prior to the 90th day after the date of this prospectus.
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Units:
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Number outstanding before
this offering and the
private placement
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0
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Number outstanding after
this offering and the
private placement
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15,251,200 units (or 17,501,200 the underwriters’ over-allotment option is exercised in full), which includes the private placement units.
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Shares of common stock:
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Number issued and
outstanding before this
offering
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4,312,500 founder shares
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Number to be issued and
outstanding after this
offering
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19,001,200 common shares, including, 15,000,000 shares underlying the units offered in this offering, 3,750,000 founder shares (including 1,100,000 representative shares) and 251,200 shares underlying the private placement units. These numbers assume the over-allotment option is not exercised.
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Redeemable Warrants:
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Number issued and
outstanding before this
offering
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0 warrants
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Number to be issued and
outstanding warrants after
this offering
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15,251,200 warrants (or 17,501,200 if the over-allotment option is exercised in full), which includes warrants that make part of the private placement units.
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Exercisability
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Each
redeemable warrant entitles the holder thereof to purchase one-half (1/2) of a share of common
stock. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only
for a whole number of shares. This means that only an even number of warrants may be exercised
at any given time by a warrant holder. No fractional warrants will be issued upon separation
of the units and only whole warrants will trade and are exercisable.
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Exercise price
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$11.50 per whole share, subject to adjustment as described herein.
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Exercise period
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The later of: (i) one year after the date that the registration statement for the offering (the “Registration Statement”) is declared effective by the SEC; and (ii) the consummation by us of a business combination, and terminating on the five-year anniversary of the completion of the business combination; provided in each case that we have an effective registration statement under the Securities Act covering the shares of common stock 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).
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We are not registering the shares of common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 30 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement covering the issuance of the shares of common stock issuable upon exercise of the warrants, to cause such registration statement to become effective within 120 business days following our initial business combination and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the issuance of the shares of common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption is not available, holders will not be able to exercise their warrants on a cashless basis. 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.
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Redemption
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We may redeem the outstanding warrants in whole
and not in part, at a price of $0.01 per warrant:
● at
any time while the warrants are exercisable,
● upon
a minimum of 30 days’ prior written notice of redemption,
● if,
and only if, the last sales price of our common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day
period ending three business days before we send the notice of redemption, and
● if,
and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at
the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of
redemption.
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If the foregoing conditions are satisfied
and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date.
However, the price of our common stock may fall below the $18.00 trigger price, as well as the $11.50 warrant exercise price after the
redemption notice is issued.
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The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.
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If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the shares of common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our shares of common stock at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances.
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The holders of representative shares will not participate in any distribution from our trust account with respect to such shares
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Founder Shares
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On March 26, 2021, our sponsor, along
with certain of our directors and officers purchased 4,312,500 shares for an aggregate purchase price of $25,000, or $0.006 per share.
which includes 1,265,000 representative shares issued to the representative of the underwriter, and which serve as part of the underwriting
compensation for this offering. Such shares are referred to herein as “founder shares” or “insider shares,”
and include an aggregate of up to 562,500 shares that are subject to forfeiture to the extent that the over-allotment option is not
exercised in full or in part so that our initial stockholders will collectively own 20% of our issued and outstanding shares after
this offering.
Prior to the initial investment in the
company of $25,000 by our sponsor and certain of our officers and directors and A.G.P., the company had no assets, tangible or intangible.
The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the
aggregate number of founder shares issued. The number of founder shares issued was determined based on the expectation that the founder
shares would represent 20% of the outstanding shares after this offering (excluding the representative shares and the shares of common
stock underlying the placement warrants). As such, our initial stockholders (including the holders of representative shares) will
collectively own 20% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering).
Neither our sponsor nor any of our officers or directors have expressed an intention to purchase any units in this offering.
The founder shares are identical to the shares
of common stock included in the units being sold in this offering, except that:
· the
founder shares are subject to certain transfer restrictions, as described in more detail below;
· our
sponsor, officers and directors, and the representative have entered into a letter agreement with us, pursuant to which they have
agreed to (i) waive their redemption rights with respect to any founder shares and public shares held by them in connection
with the completion of our initial business combination, (ii) waive their redemption rights with respect to any founder shares
and public shares held by them in connection with a stockholder vote to approve an amendment to our amended and restated certificate
of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial
business combination or certain amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete
our initial business combination within 18 months from the closing of this offering or (B) with respect to any other provision
relating to stockholders’ rights or pre-initial business combination activity and (iii) waive their rights to liquidating
distributions from the trust account with respect to any founder shares held by them if we fail to complete our initial business
combination within 18 months from the closing of this offering, although they will be entitled to liquidating distributions from
the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the
prescribed time frame;
· pursuant
to the letter agreement, our sponsor, officers and directors, and the representative have agreed to vote any founder shares held
by them and any public shares they may acquire during or after this offering (including in open market and privately negotiated transactions)
in favor of our initial business combination. If we submit our initial business combination to our public stockholders for a vote,
we will complete our initial business combination only if a majority of the then outstanding shares of common stock present and entitled
to vote at the meeting to approve the initial business combination are voted in favor of the initial business combination. As a result,
in the event that only the minimum number of shares representing a quorum is present at a stockholders’ meeting held to vote
on our initial business combination, in addition to our initial stockholders’ founder shares and the representative shares,
we would need only 3,750,001, or 25.0%, of the 15,000,000 public shares sold in this offering to be voted in favor of an initial
business combination (assuming the over-allotment option is not exercised, that the initial stockholders do not purchase any units
in this offering or units or shares in the after-market and that the 1,100,000 representative shares are voted in favor of the transaction);
and
· the
founder shares and the representative shares are entitled to registration rights.
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Representative
Shares
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As part of the underwriting compensation payable to the
underwriters in connection with this offering, 1,265,000 representative shares were issued to A.G.P. which make up part of the
founders shares, of which 165,000 are subject to forfeiture if the underwriters do not exercise the over-allotment. The holders of
the representative shares have agreed not to transfer, assign or sell any such shares without our prior consent until the completion
of our initial business combination. In addition, A.G.P. has agreed (A) to vote its representive shares in favor of any
proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial business
combination, an amendment to our certificate of incorporation that would affect the substance or timing of our redemption obligation
to redeem all public shares if we cannot complete an initial business combination within 18 months of the closing of this offering,
unless we provide public stockholders an opportunity to redeem their public shares in conjunction with any such amendment,
(C) not to redeem any shares, including the representative shares, into the right to receive cash from the trust account in
connection with a stockholder vote to approve our proposed initial business combination or sell any shares to us in any tender offer
in connection with our proposed initial business combination, and (D) that the representative shares shall not participate in
any liquidating distribution upon winding up if a business combination is not consummated. The representative shares are deemed to
be underwriters’ compensation by FINRA pursuant to FINRA Rule 5110.
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Offering proceeds to be
held in trust
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$150,000,000 of the net proceeds of this offering and the private placement (or $172,500,000 if the over-allotment option is exercised in full), will be placed in a United States based trust account, maintained by American Stock Transfer & Trust Company, LLC, acting as trustee pursuant to an agreement to be signed on the date of this prospectus.
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These
proceeds include $6,000,000 (or $6,900,000 if the underwriters’ over-allotment option is exercised in full) in the aggregate
payable to A.G.P. as a business combination agreement fee as described under the section “Underwriting – Conflicts of Interest” representing
4.0%% of the proceeds from this offering and which is to be placed in a trust account located in the United States as described
herein.
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Except as
set forth below, the proceeds in the trust account will not be released until the earlier
of: (1) the completion of our initial business combination, (2) the redemption of any public
shares properly submitted in connection with a stockholder vote to amend our amended and
restated certificate of incorporation (i) to modify the substance or timing of our obligation
to allow redemption in connection with our initial business combination or certain amendments
to our charter prior thereto or to redeem 100% of our public shares if we do not complete
our initial business combination within 18 months from the closing of this offering or (ii)
with respect to any other provision relating to stockholders’ rights or pre-business
combination activity, and (3) the redemption of our public shares if we are unable to complete
our initial business combination within 18 months from the closing of this offering, subject
to applicable law. Therefore, unless and until our initial business combination is consummated,
the proceeds held in the trust account will not be available for our use for any expenses
related to this offering or expenses which we may incur related to the investigation and
selection of a target business and the negotiation of an agreement to acquire a target business.
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Notwithstanding
the foregoing, there can be released to us, from time to time, any interest earned on the funds in the trust account that we may
need to pay our tax obligations. With this exception, expenses incurred by us may be paid prior to a business combination only from
the net proceeds of this offering not held in the trust account of approximately $1,350,000.
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Limited payments to
insiders
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Prior to the consummation of a business combination,
there will be no fees, reimbursements or other cash payments paid to our initial stockholders, officers, directors or their affiliates
prior to, or for any services they render in order to effectuate, the consummation of a business combination (regardless of the type of
transaction that it is) other than:
● repayment
of loans of up to $975,000 advanced to us by our sponsor to cover offering-related and organizational expenses, evidenced by promissory
notes;
● payment
of $10,000 per month to an affiliate of our sponsor for office space and secretarial, administrative and other services, subject
to deferral until consummation of our initial business combination, as described herein;
● payment
to A.G.P. of the 0.0033% underwriting discount as described under the section “Underwriting – Conflicts of Interest”;
● repayment
of loans which may be made by our insiders, officers, directors or any of its or their affiliates to finance transaction costs in connection
with an initial business combination, the terms of which have not been determined;
● reimbursement
of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating
possible business targets and business combinations; and
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● repayment upon consummation of our initial business combination of any loans which may be made by our initial stockholders or their affiliates or our officers and directors to finance transaction costs in connection with an intended initial business combination
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There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account available to us, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and payments made to any initial stockholder or member of our management team, or their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our board of directors, with any interested director abstaining from such review and approval.
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Stockholder
approval of,
or tender offer in
connection with, initial
business combination
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In
connection with any proposed initial business combination, we will either (1) seek stockholder
approval of such initial business combination at a meeting called for such purpose at which
public stockholders may seek to convert their public shares, regardless of whether they vote
for or against the proposed business combination or do not vote at all, into their pro rata
share of the aggregate amount then on deposit in the trust account (net of taxes payable)
or (2) provide our public stockholders with the opportunity to sell their public shares
to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for
an amount equal to their pro rata share of the aggregate amount then on deposit in the trust
account (net of taxes payable), in each case subject to the limitations described herein.
Notwithstanding the foregoing, our initial stockholders, including the representative, have
agreed, pursuant to written letter agreements with us, not to convert any public shares held
by them into their pro rata share of the aggregate amount then on deposit in the trust account.
If we determine to engage in a tender offer, such tender offer will be structured so that
each public stockholder may tender any or all of his, her or its public shares rather than
some pro rata portion of his, her or its shares. If enough stockholders tender their shares
so that we are unable to satisfy any applicable closing condition set forth in the definitive
agreement related to our initial business combination, or we are unable to maintain net tangible
assets of at least $5,000,001, we will not consummate such initial business combination.
The decision as to whether we will seek stockholder approval of a proposed business combination
or will allow stockholders to sell their shares to us in a tender offer will be made by us
based on a variety of factors such as the timing of the transaction or whether the terms
of the transaction would otherwise require us to seek stockholder approval. If we provide
stockholders with the opportunity to sell their shares to us by means of a tender offer,
we will file tender offer documents with the SEC which will contain substantially the same
financial and other information about the initial business combination as is required under
the SEC’s proxy rules. If we seek stockholder approval of our initial business combination,
we will consummate the business combination only if a majority of the outstanding shares
of common stock voted are voted in favor of the business combination.
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We have determined not to consummate any business combination unless we have net tangible assets of at least $5,000,001 upon such consummation in order to avoid being subject to Rule 419 promulgated under the Securities Act. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares redeemed) and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all.
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Our initial stockholders have agreed (A) to vote their founder shares and any public shares in favor of any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial business combination, an amendment to our certificate of incorporation that would affect the substance or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business combination within 18 months unless we provide public stockholder an opportunity to redeem their public shares in conjunction with any such amendment, (C) not to convert any shares (including the founder shares and public shares they acquire in this offering or otherwise) into the right to receive cash from the trust account in connection with a stockholder vote to approve our proposed initial business combination or sell any shares to us in a tender offer in connection with our proposed initial business combination, and (D) that the founder shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. None of our initial stockholders or their affiliates has indicated any intention to purchase public units in this offering or any units or shares of common stock in the open market or in private transactions. However, if a significant number of stockholders vote, or indicate an intention to vote, against a proposed business combination, our initial stockholders, officers, directors or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. Our initial stockholders, officers, directors and their affiliates could purchase sufficient shares so that the initial business combination may be approved without the majority vote of public shares held by non-affiliates. Notwithstanding the foregoing, our officers, directors, initial stockholders and their affiliates will not make purchases of shares of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock or purchasing shares when the buyer is in possession of material non-public information about the Company.
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Conversion
rights
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In
connection with any stockholder meeting called to approve a proposed initial business combination,
each public stockholder will have the right, regardless of whether he, she or it is voting
for or against such proposed business combination or does not vote at all, to demand that
we convert his, her or its public shares into a pro rata share of the trust account
upon consummation of the business combination.
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We may require public stockholders wishing to exercise conversion rights, whether they are a record holder or hold their shares in “street name,” to either tender the certificates they are seeking to convert to our transfer agent or to deliver the shares they are seeking to convert to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, at any time at or prior to the vote on the business combination. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting holder. However, this fee would be incurred regardless of whether or not we require holders to deliver their shares prior to the vote on the business combination in order to exercise conversion rights. This is because a holder would need to deliver shares to exercise conversion rights regardless of the timing of when such delivery must be effectuated. However, in the event we require stockholders to deliver their shares prior to the vote on the proposed business combination and the proposed business combination is not consummated, this may result in an increased cost to stockholders. The conversion rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.
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Under Delaware law, we may be required to give a minimum of only ten days’ notice for each general meeting. As a result, if we require public stockholders who wish to convert their shares of common stock into the right to receive a pro rata portion of the funds in the trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares for conversion. Accordingly, investors may not be able to exercise their conversion rights and may be forced to retain our securities when they otherwise would not want to.
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If we require public stockholders who wish to convert their shares of common stock to comply with specific delivery requirements for conversion described above and such proposed business combination is not consummated, we will promptly return such certificates to the tendering public stockholders.
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Liquidation if no business combination
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If we are unable to complete our initial business combination within 18 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 five business days thereafter, redeem 100% of the outstanding public shares (including any public units in this offering or any public units or shares that our initial stockholders or their affiliates purchased in this offering or later acquired in the open market or in private transactions), which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably practicable following such redemption, subject to the approval of our remaining holders of common stock and our board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject (in the case of (ii) and (iii) above) to our obligations to provide for claims of creditors and the requirements of applicable law.
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In connection with our redemption of 100% of our 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 necessary to pay our taxes payable on such funds. Holders of warrants will receive no proceeds in connection with the liquidation with respect to such warrants, which will expire worthless.
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We may not have funds sufficient to pay or provide for all creditors’ claims. Although we will seek to have all third parties (including any vendors or other entities we engage after this offering) and any prospective target businesses enter into valid and enforceable agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. There is also no guarantee that the third parties would not challenge the enforceability of these waivers and bring claims against the trust account for monies owed them.
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The holders of the founder shares and private placement units will not participate in any redemption distribution with respect to their founder shares and private placement units, but may have any public shares redeemed upon liquidation.
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If we are unable to conclude our initial business combination and we expend all of the net proceeds of this offering not deposited in the trust account, without taking into account any interest earned on the trust account, we expect that the initial per-share redemption price will be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of our stockholders. Furthermore, our underwriters may seek recourse against the proceeds in the trust account relating to any future claims they may have against us. In addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. Therefore, the actual per-share redemption price may be less than approximately $10.00. We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account. If such funds are insufficient, our sponsor has agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment for such expenses. We currently do not anticipate that such funds will be insufficient.
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Conflict
of Interest
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A.G.P.
has a “conflict of interest” within the meaning of FINRA Rule 5121(f)(5)(B) in this offering because it and
its affiliates collectively own more than 10% of our shares. Due to this conflict of interest, The Benchmark Company, LLC is acting
as a “qualified independent underwriter” in accordance with FINRA Rule 5121, which requires, among other things,
that a qualified independent underwriter participate in the preparation of, and exercise the usual standards of “due diligence”
with respect to, this prospectus and the registration statement of which it forms a part. The Benchmark Company, LLC will receive
$100,000 (such amount to be deducted from the underwriters’ commissions) for acting as a qualified independent underwriter.
We have agreed to indemnify The Benchmark Company, LLC against certain liabilities incurred in connection with acting as qualified
independent underwriter, including liabilities under the Securities Act. In addition, no underwriter with a conflict of interest
will confirm sales to any account over which it exercises discretionary authority without the specific prior written approval of
the account holder. See “Underwriting — Conflicts of Interest” for further information.
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RISKS
We are a newly formed 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 on whether to invest in our securities, you should take into account not only
the background of our management team, but also the special risks we face as a blank check company, as well as the fact that this offering
is not being conducted in compliance with Rule 419 promulgated under the Securities Act, and, therefore, you will not be entitled
to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419
blank check offerings differ from this offering, please see “Proposed Business — Comparison to offerings of blank check companies
subject to Rule 419.” You should carefully consider these and the other risks set forth in the section entitled “Risk
Factors” beginning on page 18 of this prospectus.
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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June 30, 2021
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March 26, 2021
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Balance Sheet Data:
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Working capital (deficiency)
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$
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(172,037
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$
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(80,500
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Total assets
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$
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1,096,383
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$
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1,101,000
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Total liabilities
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$
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1,076,000
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$
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1,080,500
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Stockholders’ equity
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$
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20,383
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$
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20,500
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If no business combination is completed within
the period to consummate the initial business combination, 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 franchise and income taxes as well as expenses relating
to the administration of the trust account (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption
of our public shares. Our sponsor, officers and directors and the representative have entered into a letter agreement with us, pursuant
to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares
held by them if we do not complete our initial business combination within such 18-month time period.
RISK FACTORS
An investment in our securities involves a high
degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this
prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and
operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could
lose all or part of your investment.
We are a newly formed blank check company in
the early stage 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 formed blank check company with
no operating results, and we will not commence operations until obtaining funding through this offering and consummating our initial business
combination. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective
of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with
any prospective target business concerning our initial 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.
The requirement that the target business or
businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account
(excluding any taxes payable) at the time of the execution of a definitive agreement for our initial business combination may limit the
type and number of companies with which we may complete such a business combination.
Pursuant to the Nasdaq stock exchange listing
rules, the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance
of the funds in the trust account (excluding any taxes payable) at the time of the execution of a definitive agreement for our initial
business combination. This restriction may limit the type and number of companies that we may complete a business combination with. If
we are unable to locate a target business or businesses that satisfy this fair market value test, we may be forced to liquidate and you
will only be entitled to receive your pro rata portion of the funds in the trust account, which may be less than $10.00 per share.
Our public stockholders may not be afforded
an opportunity to vote on our proposed business combination, which means we may consummate our initial business combination even though
a majority of our public stockholders do not support such a combination.
If a stockholder vote is not required, we may
conduct redemptions via a tender offer. Accordingly, we may consummate our initial business combination even if holders of a majority
of our public shares do not approve the business combination.
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 one or more target businesses. Because our board of directors
may consummate our initial business combination without seeking stockholder approval, public stockholders may not have the right or opportunity
to vote on the business combination. 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 stockholders in which we describe our business combination.
The ability of our public stockholders to redeem
their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult
for us to enter into our initial business combination with a target.
We may enter into a transaction agreement with
a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public
stockholders exercise their redemption rights, we may not be able to meet such closing condition, and as a result, would not be able to
proceed with the business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net
tangible assets to be less than $5,000,001. Consequently, if accepting all properly submitted redemption requests would cause our net
tangible assets to be less than $5,000,001 or 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
targets would be aware of these risks and, thus, may be reluctant to enter into our initial business combination transaction with us.
The ability of a large number of our stockholders
to exercise redemption rights may not allow us to consummate the most desirable business combination or optimize our capital structure.
In connection with the successful consummation
of our business combination, we may redeem up to that number of shares of common stock that would permit us to maintain net tangible assets
of $5,000,001. If our business combination requires us to use substantially all of our cash to pay the purchase price, the redemption
threshold may be further limited. Alternatively, we may need to arrange third party financing to help fund our business combination in
case a larger percentage of stockholders exercise their redemption rights than we expect. If the acquisition involves the issuance of
our shares as consideration, we may be required to issue a higher percentage of our shares to the target or its stockholders to make up
for the failure to satisfy a minimum cash requirement. Raising additional funds to cover any shortfall may involve dilutive equity financing
or incurring indebtedness at higher than desirable levels. This may limit our ability to effectuate the most attractive business combination
available to us.
The requirement that we maintain a minimum
net worth or retain a certain amount of cash could increase the probability that we cannot consummate our business combination and that
you would have to wait for liquidation in order to redeem your shares.
If, pursuant to the terms of our proposed business
combination, we are required to maintain a minimum net worth or retain a certain amount of cash in trust in order to consummate the business
combination and regardless of whether we proceed with redemptions under the tender offer or proxy rules, the probability that we cannot
consummate our business combination is increased. If we do not consummate our business combination, you would not receive your pro rata
portion of the trust account until we liquidate. 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 in our trust account. In either situation,
you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate
or you are able to sell your shares in the open market.
The requirement that we complete our initial
business combination within 18 months from the closing of this offering may give potential target businesses leverage over us in negotiating
our initial business combination.
Any potential target business with which we enter
into negotiations concerning our initial business combination will be aware that we must consummate our initial business combination within
18 months from the closing of this offering. Consequently, such target businesses may obtain leverage over us in negotiating our initial
business combination, knowing that if we do not complete our initial business combination with that particular target business, we may
be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the 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.
We
may not be able to consummate our initial business combination within the required time period, in which case we would cease
all operations except for the purpose of winding up and we would redeem our public shares and liquidate.
Our sponsor, officers and directors have agreed
that we must complete our initial business combination within 18 months from the closing of this offering. We may not be able to find
a suitable target business and consummate our initial business combination within such time period. If we are unable to consummate our
initial business combination within the required time period, we will, as promptly as reasonably possible but not more than five business
days thereafter (subject to our amended and restated certificate of incorporation and Delaware law), distribute the aggregate amount then
on deposit in the trust account (net of taxes payable), pro rata to our public stockholders by way of redemption and cease all operations
except for the purposes of winding up of our affairs, as further described herein. This redemption of public shares from the trust account
shall be effected as required by function of our amended and restated certificate of incorporation and prior to any voluntary winding
up.
If
we seek stockholder approval of our business combination, our sponsor, directors, officers, advisors and their affiliates
may elect to purchase shares from stockholders, in which case they may influence a vote in favor of a proposed business combination that
you do not support.
If we seek stockholder approval of our business
combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our sponsor,
directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions either prior to or following
the consummation of our initial business combination. Such purchases will not be made if our sponsor, directors, officers, advisors or
their affiliates are in possession of any material non-public information that has not been disclosed to the selling stockholder. Such
a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer
the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, officers,
advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to
exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares.
It is intended that, if Rule 10b-18 would apply to purchases by our sponsor, directors, officers, advisors or their affiliates, then
such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases
made under certain conditions, including with respect to timing, pricing and volume of purchases.
The purpose of such purchases would be to (1) increase
the likelihood of obtaining stockholder approval of the business combination or (2) satisfy a closing condition in an agreement with
a target that requires us to have a minimum net worth or a certain amount of cash at the closing of the business combination, where it
appears that such requirement would otherwise not be met. This may result in the consummation of an initial business combination that
may not otherwise have been possible.
Purchases
of shares of common stock in the open market or in privately negotiated transactions by our sponsor, directors, officers, advisors
or their affiliates may make it difficult for us to maintain the listing of our shares on a national securities exchange following the
consummation of an initial business combination.
If our sponsor, directors, officers, advisors
or their affiliates purchase shares of common stock in the open market or in privately negotiated transactions, the public “float”
of our shares of common stock and the number of beneficial holders of our securities would both be reduced, possibly making it difficult
to maintain the listing or trading of our securities on a national securities exchange following consummation of the business combination.
You
will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate
your investment, therefore, you may be forced to sell your public shares, potentially at a loss.
Our public stockholders shall be entitled
to receive funds from the trust account only upon the earliest to occur of: (1) our completion of an initial business combination, and
then only in connection with those shares of common stock that such stockholder properly elected to redeem, subject to the limitations
described herein, (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended
and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with
our initial business combination or certain amendments to our charter prior thereto or to redeem 100% of our public shares if we do not
complete our initial business combination within 18 months from the closing of this offering or (B) with respect to any other provision
relating to stockholders’ rights or pre-initial business combination activity and (3) the redemption of our public shares if we
are unable to complete an initial business combination within 18 months from the closing of this offering, subject to applicable law
and as further described herein. In no other circumstances will a stockholder have any right or interest of any kind to the funds in
the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public shares, potentially at a loss.
The representative of the underwriters has
a conflict of interest in connection with this offering and may have a conflict of interest if it renders services to us in connection
with our initial business combination.
A.G.P.
(which is the representative of the underwriters of this offering) has a “conflict of interest” within the meaning of Financial
Industry Regulatory Authority (“FINRA”) Rule 5121(f)(5)(B) in this offering because it beneficially owns more than
10% of our shares. Due to this conflict of interest, The Benchmark Company, LLC is acting as a “qualified independent underwriter”
in accordance with FINRA Rule 5121, which requires, among other things, that a qualified independent underwriter participate in
the preparation of, and exercise the usual standards of “due diligence” with respect to, this prospectus and the registration
statement of which it forms a part. The Benchmark Company, LLC will be paid a fee from the total underwriting discount in this offering
in consideration for its services and expenses as qualified independent underwriter. See “Underwriting — Conflicts of Interest”
for further information.
In addition, we may elect to engage A.G.P. to
assist us in connection with our initial business combination. The representative shares held by A.G.P. and/or its designees will also
be worthless if we do not consummate an initial business combination. Therefore, if A.G.P. provides services to us in connection with
our initial business combination, these financial interests may result in the representative having a conflict of interest when providing
such services to us.
You will not be entitled to protections normally
afforded to investors of many other blank check companies.
Because the net proceeds of this offering are
intended to be used to complete our initial business combination with a target business that has not been identified, we may be deemed
to be a “blank check” company under the United States securities laws. However, because we will have net tangible assets in
excess of $5,000,001 upon the successful consummation of this offering and will expect to 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, offerings subject to Rule 419 would prohibit the release of any interest earned
on funds held in the trust account to us. 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 stockholder approval of our business
combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders
are deemed to hold in excess of 20% of our shares of common stock, you will lose the ability to redeem all such shares in excess of 20%
of our shares of common stock.
If we seek stockholder approval of our initial
business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules,
our amended and restated certificate of incorporation will provide that a public stockholder, individually or together with any affiliate
of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 20%
of the shares sold in this offering. Your inability to redeem more than an aggregate of 20% of the shares sold in this offering will reduce
your influence over our ability to consummate our initial business combination and you could suffer a material loss on your investment
in us if you sell such excess shares in open market transactions. As a result, you will continue to hold that number of shares exceeding
20% and, in order to dispose of such shares, you would be required to sell your shares in open market transaction, potentially at a loss.
If
the net proceeds of this offering not being held in the trust account are insufficient to allow us to operate for at least
the next 18 months, we may be unable to complete our initial business combination.
The funds available to us outside of the trust
account may not be sufficient to allow us to operate for at least the next 18 months, assuming that our initial business combination is
not consummated during that time. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants
to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop”
provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with
other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although
we do not have any current intention to do so. If we are unable to fund such down payments or “no shop” provisions, our ability
to close a contemplated transaction could be impaired. Furthermore, if we entered into a letter of intent where we paid for the right
to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach
or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.
If we are unable to complete our initial business combination, our public stockholders may only receive a pro rata portion of the amount
then in the trust account (which may be less than $10.00 per share) (whether or not the underwriters’ over-allotment option is exercised
in full) on our redemption, and our warrants will expire worthless.
Subsequent
to our consummation of our initial business combination, we may be required to take write- downs or write-offs, restructuring
and impairment or other charges.
Even if we conduct thorough due diligence on a
target business with which we combine, this diligence may not surface all material issues that may be present inside a particular target
business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside
of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down
or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even
if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a
manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact
on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities.
In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming
pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing.
Our
directors may decide not to enforce indemnification obligations against DC Rainier SPV LLC, our sponsor, resulting in a
reduction in the amount of funds in the trust account available for distribution to our public stockholders.
In the event that the proceeds in the trust account
are reduced below $10.00 per share (whether or not the underwriters’ overallotment option is exercised in full) and DC Rainier SPV
LLC, 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 on our behalf whether to take legal action against our sponsor to enforce its indemnification
obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce
its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose
not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations on our behalf,
the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $10.00 per share.
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 restrictions on the nature of our investments and 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 registration as an investment company, adoption of a specific form of corporate
structure and reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
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 consummate our initial business combination.
Changes
in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments
and results of operations.
We are subject to laws and regulations enacted
by national, regional and local governments, in particular, the Securities Exchange and Commission, or the “SEC”. 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 also may change from time to time and those changes could have a material adverse effect on our business,
investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied,
could have a material adverse effect on our business and results of operations.
If we are unable to consummate our initial
business combination, our public stockholders may be forced to wait up to 18 months or longer before redemption from our trust account.
If we are unable to consummate our initial business
combination within 18 months from the closing of this offering, we will, as promptly as reasonably possible but not more than five business
days thereafter (subject to our amended and restated certificate of incorporation and applicable law), distribute the aggregate amount
then on deposit in the trust account (net of taxes payable), pro rata to our public stockholders by way of redemption and cease all operations
except for the purposes of winding up of our affairs by way of a voluntary liquidation, as further described herein. Any redemption of
public stockholders from the trust account shall be effected as required by our amended and restated certificate of incorporation prior
to our commencing any voluntary liquidation. Except as otherwise described herein, we have no obligation to return funds to investors
prior to the date of any redemption required as a result of our failure to consummate our initial business combination within the period
described above or our liquidation, unless we consummate our initial business combination prior thereto and only then in cases where investors
have sought to redeem their shares of common stock. Only upon any such redemption of public shares as we are required to effect or any
liquidation will public stockholders be entitled to distributions if we are unable to complete our initial business combination.
The
grant of registration rights to our initial stockholders (including the holders of representative shares) may make it more
difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of
our shares of common stock.
Pursuant to an agreement to be entered into on
the date of this prospectus, our initial stockholders, our sponsor (and/or our sponsor’s designees) and their permitted transferees
and the holders of the representative shares can demand that we register the founder shares, the representative shares, the private placement
units and the underlying securities. We will bear the cost of registering these securities. The registration and availability of such
a significant number of securities for trading in the public market may have an adverse effect on the market price of our shares of common
stock. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude.
This is because the stockholder of the target business may increase the equity stake they seek in the combined entity or ask for more
cash consideration to offset the negative impact on the market price of our shares of common stock that is expected when the securities
owned by our sponsor, holders of our private units or their respective permitted transferees are registered.
Because
we have not yet selected a particular industry or target business with which to complete our initial business combination,
we are unable to currently ascertain the merits or risks of the industry or business in which we may ultimately operate.
We may consummate our initial business combination
with a target business in any industry we choose and are not limited to any particular industry or type of business. Accordingly, there
is no current basis for you to evaluate the possible merits or risks of the particular industry in which we may ultimately operate or
the target business which we may ultimately consummate our initial business combination. To the extent we complete our initial business
combination with a financially unstable company or an entity in its development stage, we may be affected by numerous risks inherent
in the business operations of those entities. If we complete our initial business combination with an entity in an industry characterized
by a high level of risk, we may be affected by the currently unascertainable risks of that industry. We may not properly ascertain or
assess all of the significant risk factors. An investment in our shares may not ultimately prove to be more favorable to investors in
this offering than a direct investment, if an opportunity were available, in a target business.
We
may seek investment opportunities outside our management’s area of expertise and our management may not be able to adequately
ascertain or assess all significant risks associated with the target company.
There is no limitation on the industry or business
sector we may consider when contemplating our initial business combination. We may therefore be presented with a business combination
candidate in an industry unfamiliar to our management team, but determine that such candidate offers an attractive investment opportunity
for our company. In the event we elect to pursue an investment outside of our management’s expertise, our management’s experience
may not be directly applicable to the target business or their evaluation of its operations.
Although we identified general criteria and
guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination
with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial
business combination may not have attributes entirely consistent with our general criteria and guidelines.
Although we have identified general criteria and
guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business
combination will not have all of these positive attributes, including satisfying ESG considerations. If we complete our initial business
combination with a target that does not meet some or all of these criteria and guidelines, such combination may not be as successful as
a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business
combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their
redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a
minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by applicable law or
stock exchange rules, or we decide to obtain stockholder approval for business or other reasons, it may be more difficult for us to attain
stockholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If
we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, or
less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
Management’s
flexibility in identifying and selecting a prospective acquisition candidate, along with our management’s financial
interest in consummating our initial business combination, may lead management to enter into an acquisition agreement that is not in the
best interest of our stockholders.
Subject to the requirement that our initial business
combination must be with one or more target businesses or assets having an aggregate fair market value of at least 80% of the value of
the trust account (excluding any taxes payable) at the time of the agreement to enter into such initial business combination, we will
have virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate. Investors will be relying on
management’s ability to identify business combinations, evaluate their merits, conduct or monitor diligence and conduct negotiations.
Management’s flexibility in identifying and selecting a prospective acquisition candidate, along with management’s financial
interest in consummating our initial business combination, may lead management to enter into an acquisition agreement that is not in the
best interest of our stockholders.
We
are not required to obtain an opinion from an independent investment banking firm, and consequently, an independent source
may not confirm that the price we are paying for the business is fair to our stockholders from a financial point of view.
Unless we consummate our initial business combination
with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm that the price we are
paying is fair to our stockholders from a financial point of view. If no opinion is obtained, our stockholders will be relying on the
judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community.
Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial
business combination.
Resources
could be wasted in researching acquisitions that are not consummated.
We anticipate that the investigation of each specific
target business and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments will
require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete
a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable.
Furthermore, if we reach an agreement relating to a specific target business, we may fail to consummate our initial business combination
for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred,
which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to
complete our initial business combination, our public stockholders may only receive $10.00 per share or even less (whether or not the
underwriters’ over-allotment option is exercised in full) on our redemption, and our warrants will expire worthless.
Our ability to successfully effect our initial
business combination and to be successful thereafter will be largely dependent upon the efforts of our officers, directors and key personnel,
some of whom may join us following our initial business combination.
Our operations are dependent upon a relatively
small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service
of our officers and directors, at least until we have consummated our initial business combination. In addition, our officers and directors
are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating
management 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 officers. The unexpected
loss of the services of one or more of our directors or officers could have a detrimental effect on us.
The role of such persons in the target business,
however, cannot presently be ascertained. Although some of such persons may remain with the target business in senior management or advisory
positions following our initial business combination, it is likely that some or all of the management of the target business will remain
in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, our assessment of these
individuals may not prove to be correct. These individuals may be unfamiliar with the requirements of operating a a public company, which
could cause us to have to expend time and resources helping them become familiar with such requirements. This could be expensive and time-consuming
and could lead to various regulatory issues which may adversely affect our operations.
Our key personnel may negotiate employment
or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for
them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest
in determining whether a particular business combination is the most advantageous.
Our key personnel may be able to remain with
us after the consummation 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 consummation of the business combination. The personal and financial interests of such individuals may influence
their motivation in identifying and selecting a target business. However, we believe the ability of such individuals to remain with us
after the consummation of our initial business combination will not be the determining factor in our decision as to whether or not we
will proceed with any potential business combination. There is no certainty, however, that any of our key personnel will remain with
us after the consummation of our initial business combination. Our key personnel may not remain in senior management or advisory positions
with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial business
combination.
We
may have a limited ability to assess the management of a prospective target business and, as a result, may effectuate our initial business
combination with a target business whose management may not have the skills, qualifications or abilities to manage a public
company.
When evaluating the desirability of effecting
our initial business combination with a prospective target business, our ability to assess the target business’ management may be
limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore,
may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’s
management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability
of the post-combination business may be negatively impacted.
The
officers and directors of an acquisition candidate may resign upon consummation of our initial business combination. The loss of an acquisition
target’s key personnel could negatively impact the operations and profitability of our post-combination business.
The role of an acquisition candidate’s key
personnel upon the consummation 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 some members of the management team of an acquisition candidate will not wish to remain in place.
As a result, we may need to reconstitute the management team of the post-transaction company in connection with our initial business combination,
which may adversely impact our ability to complete an acquisition in a timely manner or at all.
Certain of our officers and directors are now, and all of them may
in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly,
may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.
Following the completion of this offering and until we consummate our
business combination, we intend to engage in the business of identifying and combining with one or more businesses. Our officers and directors
are, or may in the future become, affiliated with entities that are engaged in a similar business.
Our 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 duties or contractual obligations.
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 or that a potential target business would not be presented to another entity prior to
its presentation to us.
Certain
shares beneficially owned by our officers and directors will not participate in liquidation distributions and, therefore, our
officers and directors may have a conflict of interest in determining whether a particular target business is appropriate for our initial
business combination.
Our officers and directors have waived their
right to redeem any shares in connection with our initial business combination, or to receive distributions with respect to their founder
shares upon our liquidation if we are unable to consummate our initial business combination. Accordingly, the founder shares will be
worthless if we do not consummate our initial business combination. Any warrants they hold, like those held by the public, will also
be worthless if we do not consummate an initial business combination. The personal and financial interests of our directors and officers
may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently,
our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict
of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our
stockholders’ best interest.
We
may engage in our initial business combination with one or more target businesses that have relationships with entities that may be affiliated
with our executive officers, directors or existing holders, which may raise potential conflicts of interest.
We have not adopted a policy that expressly prohibits
our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment
to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In light of the involvement of
our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor,
officers and directors. Our directors also serve as officers and board members for other entities. Our sponsor, officers and directors
are not currently aware of any specific opportunities for us to consummate our initial business combination with any entities with which
they are affiliated, and there have been no preliminary discussions concerning a business combination with any entity or entities. Even
if we obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions
on the type of target business we seek to acquire, regarding the fairness to our stockholders from a financial point of view of a business
combination with one or more domestic or international businesses affiliated with our executive officers, directors or existing holders,
potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to
our public stockholders as they would be absent any conflicts of interest. Our directors have a fiduciary duty to act in the best interests
of our stockholders, whether or not a conflict of interest may exist.
Because
our sponsor will lose its entire initial investment in us if our initial business combination is not consummated and our officers
and directors have significant financial interests in us, a conflict of interest may arise in determining whether a particular acquisition
target is appropriate for our initial business combination.
On March 26, 2021, our sponsor, along
with certain of our directors and officers and the representative of the underwriters purchased 4,312,500 shares for an aggregate purchase
price of $25,000, which includes the 1,265,000 representative shares issued to A.G.P., and which serve as part of the underwriting compensation
for this offering. Such shares include an aggregate of up to 562,500 shares that are subject to forfeiture to the extent that the underwriters’
over-allotment option is not exercised in full or in part so that our initial stockholders will collectively own 20% of our issued and
outstanding shares after this offering. In addition, our sponsor, along with our CEO and CFO have agreed that it or its designees will
purchase an aggregate of 251,200 private placement units at a price of $10.00 per private placement unit, for an aggregate purchase price
of that will also be worthless if we do not consummate our initial business combination.
We
may issue notes or other debt securities, or otherwise incur substantial debt, to complete our initial business combination,
which may adversely affect our financial condition and thus negatively impact the value of our stockholders’ investment in us.
Although we have no commitments as of the date
of this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial
debt to complete our initial business combination. If we incur any indebtedness without a waiver from the lender of any right, title,
interest or claim of any kind in or to any monies held in the trust account, 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 our 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 security is payable on
demand;
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our inability to obtain necessary additional financing if the debt security contains covenants restricting
our ability to obtain such financing while the debt security is outstanding;
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our inability to pay dividends on our shares of common stock;
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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 shares of common stock if declared, expenses, capital expenditures, acquisitions and other general
corporate purposes;
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limitations on our flexibility in planning for and reacting to changes in our business and in the industry
in which we operate;
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increased vulnerability to adverse changes in general economic, industry and competitive conditions and
adverse changes in government regulation; and
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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,
debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less
debt.
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We may only be able to complete one business
combination with the proceeds of this offering, which will cause us to be solely dependent on a single business, which may have a limited
number of products or services. This lack of diversification may negatively impact our operations and profitability.
The net proceeds from this offering together with
the funds we will receive from the sale of the private placement units (excluding $750,000 of net proceeds that will not be held in the
trust account) will provide us with approximately $150,000,000 (or approximately $172,500,000 if the underwriters’ over-allotment
option is exercised in full) that we may use to complete our initial business combination.
We may effectuate our initial business combination
with a single target business or multiple target businesses simultaneously. However, we may not be able to effectuate our initial business
combination with more than one target business because of various factors, including the existence of complex accounting issues and the
requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition
of several target businesses as if they had been operated on a combined basis. By consummating 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 solely dependent upon the performance of a single business, property or asset, or dependent
upon the development or market acceptance of a single or limited number of products or services. This lack of diversification may subject
us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular
industry in which we may operate subsequent to our initial business combination.
We may attempt to simultaneously consummate
business combinations with multiple prospective targets, which may hinder our ability to consummate 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
the initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens
and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional
risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating
business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.
Our search for a business combination, and
any target business with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus
(COVID-19) outbreak.
In December 2019, a novel strain of coronavirus
surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States.
On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health
Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared
a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19. A significant outbreak
of COVID-19 and other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial
markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially
and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict
travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and service providers
are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business
combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may
emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed
by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination,
or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.
We
may attempt to consummate our initial business combination with a private company about which little information is available.
In pursuing our acquisition strategy, we may seek
to effectuate our initial business combination with a privately held company. By definition, very little public information 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 our initial business combination with a company that is not as profitable as we suspected,
if at all.
We
may not be able to maintain control of a target business after our initial business combination.
We currently anticipate structuring our initial
business combination to acquire 100% of the equity interests or assets of the target business or businesses. We may structure our initial
business combination to acquire less than 100% of the equity interests or assets of a target business, but we will only consummate such
business combination if we will become the majority stockholder of the target (or control the target through contractual arrangements
in limited circumstances for regulatory compliance purposes) or are otherwise not required to register as an investment company under
the Investment Company Act or to the extent permitted by law we may acquire interests in a variable interest entity, in which we may have
less than a majority of the voting rights in such entity, but in which we are the primary beneficiary. Even though we may own a majority
interest in the target, our stockholders prior to the business combination may collectively own a minority interest in the post business
combination company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could
pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target.
In this case, we acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new
shares, our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares subsequent to
such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group
obtaining a larger share of the company’s stock than we initially acquired. Accordingly, this may make it more likely that we will
not be able to maintain our control of the target business.
Holders of warrants will not participate in
liquidating distributions if we are unable to complete an initial business combination within the required time period.
If we are unable to complete an initial business
combination within the required time period and we liquidate the funds held in the trust account, the warrants will expire and holders
will not receive any of such proceeds with respect to the warrants. The foregoing may provide a financial incentive to public stockholders
to vote in favor of any proposed initial business combination as each of their warrants would entitle the holder to receive or purchase
additional shares of common stock, resulting in an increase in their overall economic stake in us. If a business combination is not approved,
the warrants will expire and will be worthless.
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 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 (for purposes of this subsection, 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 (for purposes of this subsection, an “enforcement action”),
and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s
counsel in the foreign action as agent for such warrant holder.
This choice-of-forum provision may limit a
warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may
discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable
with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving
such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations
and result in a diversion of the time and resources of our management and board of directors. We note that there is uncertainty as to
whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules
and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
If we do not maintain a current and effective
prospectus relating to the shares of common stock issuable upon exercise of the warrants, public holders will only be able to exercise
such warrants on a “cashless basis” which would result in a fewer number of shares being issued to the holder had such holder
exercised the warrants for cash.
If we do not maintain a current and effective
prospectus relating to the shares of common stock issuable upon exercise of the public warrants at the time that holders wish to exercise
such warrants, they will only be able to exercise them on a “cashless basis” provided that an exemption from registration
is available. As a result, the number of shares of common stock that a holder will receive upon exercise of its public warrants will be
fewer than it would have been had such holder exercised its warrant for cash. Further, if an exemption from registration is not available,
holders would not be able to exercise their warrants on a cashless basis and would only be able to exercise their warrants for cash if
a current and effective prospectus relating to the shares of common stock issuable upon exercise of the warrants is available. Under the
terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions and to maintain a current and effective
prospectus relating to the shares of common stock issuable upon exercise of the warrants until the expiration of the warrants. However,
we cannot assure you that we will be able to do so. If we are unable to do so, the potential “upside” of the holder’s
investment in us may be reduced or the warrants may expire worthless. Notwithstanding the foregoing, the private placement units may be
exercisable for unregistered shares of common stock for cash even if the prospectus relating to the shares of common stock issuable upon
exercise of the warrants is not current and effective.
An investor will only be able to exercise a
warrant for cash if the issuance of common stock upon such exercise has been registered or qualified or is deemed exempt under the securities
laws of the state of residence of the holder of the warrants.
No public warrants will be exercisable for cash
and we will not be obligated to issue shares of common stock unless the shares of common stock issuable upon such exercise has been registered
or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. If the common shares
issuable upon exercise of the warrants are not qualified or exempt from qualification in the jurisdictions in which the holders of the
warrants reside, the warrants may be deprived of any value, the market for the warrants may be limited and they may expire worthless if
they cannot be sold.
Our management’s ability to require holders
of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer shares of common stock upon their exercise
of the warrants than they would have received had they been able to exercise their warrants for cash.
If we call our public warrants for redemption
after the redemption criteria described elsewhere in this prospectus have been satisfied, our management will have the option to require
any holder that wishes to exercise his warrant (including any warrants held by our sponsor and/or its permitted transferees) to do so
on a “cashless basis.” If our management chooses to require holders to exercise their warrants on a cashless basis, the number
of shares of common stock received by a holder upon exercise will be fewer than it would have been had such holder exercised his warrant
for cash. This will have the effect of reducing the potential “upside” of the holder’s investment in our company.
We
may amend the terms of the warrants in a way that may be adverse to holders with the approval by the holders of a majority of the then
outstanding warrants.
Our warrants will be issued in registered form
under a warrant agreement between American Stock Transfer & Trust Company, LLC, as warrant agent, and us. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective
provision. The warrant agreement will require the approval by the holders of a majority of the then outstanding warrants (including the
warrants underlying the private placement units) in order to make any change that adversely affects the interests of the registered holders.
We have no obligation to net cash settle the
warrants.
In no event will we have any obligation to net
cash settle the warrants. Accordingly, the warrants may expire worthless.
The
ability of our public stockholders to exercise their redemption rights may not allow us to effectuate the most desirable business combination
or optimize our capital structure.
If our initial business combination requires us
to use substantially all of our cash to pay the purchase price, because we will not know how many public stockholders may exercise redemption
rights, we may either need to reserve part of the trust account for possible payment upon such redemption, or we may need to arrange third
party financing to help fund our initial business combination. In the event that the acquisition involves the issuance of our stock as
consideration, we may be required to issue a higher percentage of our stock to make up for a shortfall in funds. Raising additional funds
to cover any shortfall may involve dilutive equity financing or incurring indebtedness at higher than desirable levels. This may limit
our ability to effectuate the most attractive business combination available to us.
In connection with any meeting held to approve
an initial business combination, we will offer each public stockholder the option to vote in favor of the proposed business combination
and still seek redemption of his, her or its shares.
In connection with any meeting held to approve
an initial business combination, we will offer each public stockholder (but not our initial stockholders, officers or directors) the
right to have his, her or its shares of common stock redeemed for cash (subject to the limitations described elsewhere in this prospectus)
regardless of whether such stockholder votes for or against such proposed business combination or does not vote at all. This threshold
and the ability to seek redemption while voting in favor of a proposed business combination may make it more likely that we will consummate
our initial business combination.
A
public stockholder who fails to vote either in favor of or against a proposed business combination will not be able to have
his shares converted for cash.
In order for a public stockholder to have his
shares converted for cash in connection with any proposed business combination, that public stockholder must vote either in favor of
or against a proposed business combination. If a public stockholder fails to vote in favor of or against a proposed business combination,
whether that stockholder abstains from the vote or simply does not vote, that stockholder would not be able to have his shares of common
stock so converted for cash in connection with such business combination.
We will require public stockholders who wish
to redeem their shares of common stock in connection with a proposed business combination or amendment to our amended and restated certificate
of incorporation to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption
rights prior to the deadline for exercising their rights.
In connection with any stockholder meeting called
to approve a proposed initial business combination, each public stockholder will have the right, regardless of whether he is voting for
or against such proposed business combination or does not vote at all, to demand that we convert his shares into a pro rata share of
the trust account as of two business days prior to the consummation of the initial business combination. We may require public stockholders
who wish to convert their shares in connection with a proposed business combination to either (i) tender their certificates to our
transfer agent or (ii) deliver their shares to the transfer agent electronically using the Depository Trust Company’s DWAC
(Deposit/Withdrawal At Custodian) System, at the holders’ option, in each case prior to a date set forth in the tender offer documents
or proxy materials sent in connection with the proposal to approve the business combination. In order to obtain a physical stock certificate,
a stockholder’s broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our
understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However,
because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain
a physical stock certificate. While we have been advised that it takes a short time to deliver shares through the DWAC System, we cannot
assure you of this fact. Accordingly, if it takes longer than we anticipate for stockholders to deliver their shares, stockholders who
wish to convert may be unable to meet the deadline for exercising their conversion rights and thus may be unable to convert their shares.
Redeeming stockholders may be unable to sell
their securities when they wish to in the event that the proposed business combination is not approved.
We will require public stockholders who wish to
redeem their shares of common stock in connection with any proposed business combination to comply with the delivery requirements discussed
above for redemption. If such proposed business combination is not consummated, we will promptly return such certificates to the tendering
public stockholders. Accordingly, investors who attempted to redeem their shares in such a circumstance will be unable to sell their securities
after the failed acquisition until we have returned their securities to them. The market price for our shares of common stock may decline
during this time and you may not be able to sell your securities when you wish, even while other stockholders that did not seek redemption
may be able to sell their securities.
Because
of our structure, other companies may have a competitive advantage and we may not be able to consummate an attractive business
combination.
We expect to encounter intense competition from
entities other than blank check companies having a business objective similar to ours, including venture capital funds, leveraged buyout
funds and operating businesses competing for acquisitions. Many of these entities are well established and have extensive experience in
identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human
and other resources than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors.
While we believe that there are numerous potential target businesses that we could acquire with the net proceeds of this offering, our
ability to compete in acquiring certain sizable target businesses will be limited by our available financial resources. This inherent
competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, seeking stockholder
approval or engaging in a tender offer in connection with any proposed business combination may delay the consummation of such a transaction.
Additionally, our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target
businesses. Any of the foregoing may place us at a competitive disadvantage in successfully negotiating a business combination. Any of
the foregoing may place us at a competitive disadvantage in successfully negotiating our initial business combination.
Our
amended and restated certificate of incorporation will contain provisions that prohibit our engaging in business combinations with interested
stockholders in certain circumstances.
Our amended and restated certificate of incorporation
provides that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year
period following the time that the stockholder became an interested stockholder, unless
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prior to such time, our board of directors approved either the business combination or the transaction
which resulted in the stockholder becoming an interested stockholder;
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upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder,
the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain
shares; or
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at or subsequent to that time, the business combination is approved by our board of directors and by the
affirmative vote of holders of at least 66⅔% of the outstanding voting stock that is not owned by the interested stockholder.
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Generally, a “business combination”
includes a merger, asset or stock sale or certain other transactions with the interested stockholder. Subject to certain exceptions, an
“interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the
previous three years owned, 20% or more of our voting stock
Under certain circumstances, this provision will
make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with
a corporation for a three-year period. This provision may encourage companies interested in acquiring our company to negotiate in advance
with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the
business combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also may
have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions which stockholders
may otherwise deem to be in their best interests.
However, our amended and restated certificate
of incorporation provides that our sponsor and its respective affiliates, any of their respective direct or indirect transferees of at
least 20% of our outstanding common stock and any group as to which such persons are party to, do not constitute “interested stockholders”
for purposes of this provision.
We may be unable to obtain additional financing
to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure
or abandon a particular business combination. If we are unable to complete our initial business combination, our public stockholders may
only receive $10.00 per share or even less (whether or not the underwriters’ over-allotment option is exercised in full) on our
redemption, and the warrants will expire worthless.
Although we believe that the net proceeds of this
offering will be sufficient to allow us to consummate our initial business combination, because we have not yet identified any prospective
target business we cannot ascertain the capital requirements for any particular transaction or our costs to operate or locate a transaction.
If the net proceeds of this offering prove to be insufficient, either because of the size of our initial business combination, the depletion
of the available net proceeds in search of a target business, the obligation to repurchase for cash a significant number of shares from
stockholders 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. Financing may not be available on acceptable terms, if at all. The current economic environment has made it especially
difficult for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed
to consummate our initial business combination, we would be compelled to either restructure the transaction or abandon that particular
initial business combination and seek an alternative target business candidate. If we are unable to complete our initial business combination,
our public stockholders may only receive $10.00 per share or even less (whether or not the underwriters’ over- allotment option
is exercised in full) on our redemption, and the warrants will expire worthless. In addition, even if we do not need additional financing
to consummate our initial business combination, we may require such financing to fund the operations or growth of the target business.
The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business.
None of our officers, directors or stockholders is required to provide any financing to us in connection with or after our initial business
combination.
Our sponsor controls a substantial interest
in us and thus may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.
Upon closing of this offering, our initial
stockholders (including the representative)collectively will own 20% of our issued and outstanding shares of common stock (excluding
the representative shares and the private placement units and underlying securities), assuming they do not purchase any units in this
offering. Accordingly, they may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you
do not support, including amendments to our amended and restated certificate of incorporation. If our sponsor purchases any units in
this offering or if we or our sponsor purchase any additional shares of common stock 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, has any current intention
to purchase additional securities. Factors that would be considered in making such additional purchases would include consideration of
the current trading price of our shares of common stock.
Our initial stockholders (including the holders of the representative
shares) paid a nominal price for the founders’ shares and representative shares and, accordingly, you will experience immediate
and substantial dilution from the purchase of our shares of common stock.
The difference between the public offering price
per share (allocating all of the unit purchase price to the common stock and none to the warrants included in the unit) and the pro forma
net tangible book value per share of our common stock after this offering constitutes the dilution to you and the other investors in this
offering. The holders of the founder shares acquired these 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 stockholders
will incur an immediate and substantial dilution of approximately 90.0% (or $9.00 per share, assuming no exercise of the underwriters’
over-allotment option), the difference between the pro forma net tangible book value per share of $1.00 and the initial offering price
of $10.00 per unit.
A.G.P. may have a conflict of interest in connection
with our initial business combination.
We have engaged A.G.P. to assist us in connection
with our initial business combination. We will pay A.G.P. a cash fee for such services in an aggregate amount equal to up to 4.0% of the
total gross proceeds raised in the offering only if we consummate our initial business combination. The representative shares issued to
A.G.P. and/or its designees will also be worthless if we do not consummate an initial business combination. These financial interests
may result in A.G.P. having a conflict of interest when providing the services to us in connection with an initial business combination.
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.
Prior to this offering there has been no public
market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and
the underwriters. In determining the size of this offering, management held customary organizational meetings with representatives of
the underwriters, both prior to our inception and thereafter, with respect to the state of capital markets, generally, and the amount
the underwriters believed they reasonably could raise on our behalf. Factors considered in determining the size of this offering, prices
and terms of the units, including the shares of common stock and warrants underlying the units, include:
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the history and prospects of companies whose principal business is the acquisition of other companies;
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prior offerings of those companies;
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our prospects for acquiring an operating business at attractive values;
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a review of debt to equity ratios in leveraged transactions;
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an assessment of our management and their experience in identifying operating companies;
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general conditions of the securities markets at the time of this offering; and
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other factors as were deemed relevant.
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Although these factors were considered, the determination
of our offering price is more arbitrary than the pricing of securities of an operating company in a particular industry since we have
no historical operations or financial results.
There is currently no market for our securities
and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
There is currently no market for our securities.
Stockholders therefore have no access to information about prior market history on which to base their investment decision. Following
this offering, the price of our securities may vary significantly due to one or more potential business combinations and general market
or economic conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained.
You may be unable to sell your securities unless a market can be established and sustained..
Once initially listed on Nasdaq, our securities
may not continue to be listed on Nasdaq in the future, which could limit investors’ ability to make transactions in our securities
and subject us to additional trading restrictions.
We anticipate that our securities will be initially
listed on Nasdaq upon consummation of this offering. However, we cannot assure you of this or that our securities will continue to be
listed on Nasdaq in the future. Additionally, in connection with our business combination, the Nasdaq stock exchange may require us to
file a new initial listing application and meet its initial listing requirements as opposed to its more lenient continued listing requirements.
We cannot assure you that we will be able to meet those initial listing requirements at that time. If Nasdaq delists our securities from
trading on its exchange, we could face significant material adverse consequences, including:
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a limited availability of market quotations for our securities;
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a reduced liquidity with respect to our securities;
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a determination that our shares of common stock are a “penny stock” which will require brokers
trading in our shares of common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in
the secondary trading market for our shares of common stock;
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a limited amount of news and analyst coverage for our company; and
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a decreased ability to issue additional securities or obtain additional financing in the future.
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Because we must furnish our stockholders with
target business financial statements prepared in accordance with U.S. generally accepted accounting principles or international financial
reporting standards, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective
target businesses.
The federal proxy rules, which require that a
proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or
pro forma financial statement disclosure in periodic reports. These financial statements may be required to be prepared in accordance
with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial
reporting standards, or IFRS as issued by the International Accounting Standards Board or the IASB, depending on the circumstances and
the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight
Board (United States), or PCAOB. We will include the substantially the same financial statement disclosure in connection with any tender
offer documents we use, whether or not they are required under the tender offer rules. These financial statement requirements may limit
the pool of potential target businesses we may consummate our initial business combination with because some targets may be unable to
provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial
business combination within the prescribed time frame.
Compliance obligations under the Sarbanes-Oxley
Act of 2002 may make it more difficult for us to effectuate our initial business combination, require substantial financial and management
resources, and increase the time and costs of completing an acquisition.
Section 404 of the Sarbanes-Oxley Act of
2002, or 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. 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 all public companies because a target company 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 controls of any such entity to achieve compliance with the Sarbanes-Oxley Act
may increase the time and costs necessary to complete any such acquisition. Furthermore, any failure to implement required new or improved
controls, or difficulties encountered in the implementation of adequate controls over our financial processes and reporting in the future,
could harm our operating results or cause us to fail to meet our reporting obligations. Inferior internal controls could also cause investors
to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.
We are an “emerging growth company”
and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our securities less
attractive to investors.
We are an “emerging growth company,”
as defined in the JOBS Act. We will remain an “emerging growth company” for up to five years. However, if our non-convertible
debt issued within a three-year period exceeds $1.0 billion, or revenues exceeds $1.07 billion, or the market value of our shares of common
stock that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, we would
cease to be an emerging growth company as of the following fiscal year. As an emerging growth company, we are not being required to comply
with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, we have reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements, and we are exempt from the requirements of holding a nonbinding advisory vote
on executive compensation and stockholder approval of any golden parachute payments not previously approved. Additionally, as an emerging
growth company, we have elected to delay the adoption of new or revised accounting standards that have different effective dates for public
and private companies until those standards apply to private companies. As such, our financial statements may not be comparable to companies
that comply with public company effective dates. We cannot predict if investors will find our shares less attractive because we may rely
on these provisions. If some investors find our shares less attractive as a result, there may be a less active trading market for our
shares and our share price 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,
will not adopt the new or revised standard until the time private companies are required to 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 accountant
standards used.
Our independent registered public accounting
firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going
concern.”
As
of June 30, 2021, the Company had $903,963 in cash and a working capital deficiency of $172,037. Further, we have incurred and
expect to continue to incur significant costs in pursuit of our acquisition plans. Management’s plans to address this need for
capital through this offering are discussed in the section of this prospectus titled “Management’s Discussion and Analysis
of Financial Condition and Results of Operations.” Our plans to raise capital and to consummate our initial business combination
may not be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern for the
next twelve months from the issuance of this Registration Statement. The financial statements contained elsewhere in this prospectus
do not include any adjustments that might result from our inability to consummate this offering or our inability to continue as a going
concern.
Our amended and restated certificate of incorporation
will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings
that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for
disputes with our company or our company’s directors, officers or other employees.
Our amended and restated certificate of incorporation
will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware
shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative action or proceeding brought
on behalf of our company, (2) action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent
of our company to our company or our stockholders, or any claim for aiding and abetting any such alleged breach, (3) action asserting
a claim against our company or any director or officer of our company arising pursuant to any provision of the DGCL or our amended and
restated certificate of incorporation or our bylaws, or (4) action asserting a claim against us or any director or officer of our
company governed by the internal affairs doctrine except for, as to each of (1) through (4) above, any claim (a) as to
which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and
the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination),
(b) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (c) arising under
the federal securities laws, including the Securities Act, as to which the Court of Chancery and the federal district court for the District
of Delaware shall concurrently be the sole and exclusive forums. Notwithstanding the foregoing, the inclusion of such provision in our
amended and restated certificate of incorporation will not be deemed to be a waiver by our stockholders of our obligation to comply with
federal securities laws, rules and regulations, and 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
shall be the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any shares of our capital
stock shall be deemed to have notice of and to have consented to the forum provisions in our amended and restated certificate of incorporation.
If any action the subject matter of which is within the scope the forum provisions is filed in a court other than a court located within
the State of Delaware (a “foreign action”) in the name of any stockholder, such stockholder shall be deemed to have consented
to: (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action
brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process
made upon such stockholder in any such enforcement action by service upon such stockholder’s counsel in the foreign action as agent
for such stockholder.
This choice-of-forum provision may limit a stockholder’s
ability to bring a claim in a judicial forum that it finds favorable for disputes with our company or its directors, officers or other
employees, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our amended and restated certificate
of incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur
additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business,
financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.
We may effect our initial business combination
with a company located outside of the United States.
If we effect our initial business combination
with a company located outside of the United States, we would be subject to any special considerations or risks associated with companies
operating in the target business’ home jurisdiction, including any of the following:
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rules and regulations or currency redemption or corporate withholding taxes on individuals;
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laws governing the manner in which future business combinations may be effected;
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exchange listing and/or delisting requirements;
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tariffs and trade barriers;
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regulations related to customs and import/export matters;
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tax issues, such as tax law changes and variations in tax laws as compared to the United States;
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currency fluctuations and exchange controls;
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challenges in collecting accounts receivable;
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cultural and language differences;
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employment regulations;
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crime, strikes, riots, civil disturbances, terrorist attacks and wars; and
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deterioration of political relations with the United States. We may not be able to adequately address
these additional risks. If we were unable to do so, our operations might suffer.
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If we effect a business combination with a
company located outside of the United States, the laws applicable to such company will likely govern all of our material agreements and
we may not be able to enforce our legal rights.
If we effect a business combination
with a company located outside of the United States, the laws of the country in which such company operates will govern almost all of
the material agreements relating to its operations. We cannot assure you that the target business will be able to enforce any of its material
agreements or that remedies will be available in this new jurisdiction. The system of laws and the enforcement of existing laws in such
jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a
remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital. Additionally,
if we acquire a company located outside of the United States, it is likely that substantially all of our assets would be located outside
of the United States and some of our officers and directors might reside outside of the United States. As a result, it may not be possible
for investors in the United States to enforce their legal rights, to effect service of process upon our directors or officers or to enforce
judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under federal
securities laws.
There are costs and difficulties inherent in
managing cross-border business operations.
Managing a business, operations, personnel or
assets in another country is challenging and costly. Any management that we may have (whether based abroad or in the United States) may
be inexperienced in cross- border business practices and unaware of significant differences in accounting rules, legal regimes and labor
practices. Even with a seasoned and experienced management team, the costs and difficulties inherent in managing cross-border business
operations, personnel and assets can be significant (and much higher than in a purely domestic business) and may negatively impact our
financial and operational performance.
Social unrest, acts of terrorism, regime changes,
changes in laws and regulations, political upheaval, or policy changes or enactments may occur in a country in which we may operate after
we effect our initial business combination.
Political events in another country may significantly
affect our business, assets or operations. Social unrest, acts of terrorism, regime changes, changes in laws and regulations, political
upheaval, and policy changes or enactments could negatively impact our business in a particular country.
Many countries have difficult and unpredictable
legal systems and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience.
Our ability to seek and enforce legal protections,
including with respect to intellectual property and other property rights, or to defend ourselves with regard to legal actions taken against
us in a given country, may be difficult or impossible, which could adversely impact our operations, assets or financial condition.
Rules and regulations in many countries are
often ambiguous or open to differing interpretation by responsible individuals and agencies at the municipal, state, regional and federal
levels. The attitudes and actions of such individuals and agencies are often difficult to predict and inconsistent.
Delay with respect to the enforcement of particular
rules and regulations, including those relating to customs, tax, environmental and labor, could cause serious disruption to operations
abroad and negatively impact our results.
If relations between the United States and
foreign governments deteriorate, it could cause potential target businesses or their goods and services to become less attractive.
The relationship between the United States and
foreign governments could be subject to sudden fluctuation and periodic tension. For instance, the United States may announce its intention
to impose quotas on certain imports. Such import quotas may adversely affect political relations between the two countries and result
in retaliatory countermeasures by the foreign government in industries that may affect our ultimate target business. Changes in political
conditions in foreign countries and changes in the state of U.S. relations with such countries are difficult to predict and could adversely
affect our operations or cause potential target businesses or their goods and services to become less attractive. Because we are not limited
to any specific industry, there is no basis for investors in this offering to evaluate the possible extent of any impact on our ultimate
operations if relations are strained between the United States and a foreign country in which we acquire a target business or move our
principal manufacturing or service operations.
If our management following our initial business
combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws.
Following our initial business combination, our
management may resign from their positions as officers or directors of the company and the management of the target business at the time
of the business combination will remain in place. Management of the target business may not be familiar with United States securities
laws. If new management is unfamiliar with our laws, they may have to expend time and resources becoming familiar with such laws. This
could be expensive and time-consuming and could lead to various regulatory issues, which may adversely affect our operations.
Currency policies may cause a target business’
ability to succeed in the international markets to be diminished.
In the event we acquire a non-U.S. target,
all revenues and income would likely be received in a foreign currency, the dollar equivalent of our net assets and distributions,
if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target
regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative
value of such currency against our reporting currency may affect the attractiveness of any target business or, following
consummation of our initial business combination, our financial condition and results of operations. Additionally, if a currency
appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business
as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.
Because foreign law could govern our material
agreements, we may not be able to enforce our rights within such jurisdiction or elsewhere.
Foreign law could govern our material agreements.
The target business may not be able to enforce any of its material agreements or that remedies will be available outside of such foreign
jurisdiction’s legal system. The system of laws and the enforcement of existing laws and contracts in such jurisdiction may not
be as certain in implementation and interpretation as in the United States. The judiciaries in certain foreign countries may be relatively
inexperienced in enforcing corporate and commercial law, leading to a higher than usual degree of uncertainty as to the outcome of any
litigation, any such jurisdictions may not favor outsiders or could be corrupt. As a result, the inability to enforce or obtain a remedy
under any of our future agreements could result in a significant loss of business and business opportunities.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this prospectus,
which reflect our current views with respect to future events and financial performance, and any other statements of a future or forward-looking
nature, constitute “forward-looking statements” for the purpose of the federal securities laws. Our forward-looking statements
include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies
regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward- looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“will,” “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 complete our initial business combination;
|
|
|
·
|
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, as a result of which they would then receive expense reimbursements;
|
|
|
·
|
our potential ability to obtain additional financing to complete our initial business combination;
|
|
|
·
|
our pool of prospective target businesses;
|
|
|
·
|
the ability of our officers and directors to generate a number of potential investment opportunities;
|
|
|
·
|
the delisting of our securities from the Nasdaq stock exchange or an inability to have our securities
listed on the Nasdaq stock exchange following a business combination which would affect the liquidity of our securities;
|
|
|
·
|
potential changes in control of us if we acquire one or more target businesses for stock
|
|
|
·
|
our expectations regarding the time during which we will be an “emerging growth company” under
the JOBS Act;
|
|
|
·
|
potential changes in control of us if we acquire one or more target businesses for stock;
|
|
|
·
|
the lack of a market for our securities; or
|
|
|
·
|
our financial performance following this offering or following our initial business combination..
|
The forward-looking statements contained in this
prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future
developments affecting us may not 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” beginning on page 18. 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 15,000,000 units at a price of
$10.00 per unit. We estimate that the net proceeds of this offering, together with the funds we receive from the sale of the private placement
units (all of which will be deposited into the trust account), will be used as set forth in the following table:
|
SPAC Sponsor
Return Model
|
|
Use of
IPO Proceeds
|
|
|
|
|
|
|
|
|
|
USE
OF PROCEEDS
|
|
|
|
Without
Over-Allotment
Option
|
|
|
Over-Allotment
Option Exercised
|
|
|
Gross proceeds from offering
|
|
$
|
150,000,000
|
|
|
$
|
172,500,000
|
|
|
From sale of private units
|
|
$
|
2,512,000
|
|
|
$
|
2,512,000
|
|
|
Total gross proceeds
|
|
$
|
152,512,000
|
|
|
$
|
175,012,000
|
|
|
Offering expenses(1)
|
|
|
|
|
|
|
|
|
|
Non-contingent underwriting discount (2)
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
|
Issuer Legal fees and expenses
|
|
$
|
225,000
|
|
|
$
|
225,000
|
|
|
AGP Legal fees and expenses
|
|
$
|
150,000
|
|
|
$
|
150,000
|
|
|
Accounting Fees & Expenses
|
|
$
|
40,000
|
|
|
$
|
40,000
|
|
|
SEC/FINRA Expenses
|
|
$
|
62,445
|
|
|
$
|
62,445
|
|
|
Nasdaq Listing and Filing Fees
|
|
$
|
75,000
|
|
|
$
|
75,000
|
|
|
Printing and engraving expenses
|
|
$
|
35,000
|
|
|
$
|
35,000
|
|
|
Miscellaneous
|
|
$
|
74,555
|
|
|
$
|
74,555
|
|
|
Total offering expenses
|
|
$
|
1,162,000
|
|
|
$
|
1,162,000
|
|
|
Total offering expenses paid at IPO
|
|
$
|
1,162,000
|
|
|
$
|
1,162,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds (does not include the Business Combination
Fee payable to A.G. P. )(3)
|
|
$
|
151,350,000
|
|
|
$
|
173,850,000
|
|
|
Held in the trust account
|
|
$
|
150,000,000
|
|
|
$
|
172,500,000
|
|
|
% Held in the trust account(4)
|
|
|
100
|
%
|
|
|
100
|
%
|
|
Not held in the trust account(4)
|
|
$
|
1,350,000
|
|
|
$
|
1,350,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Combination Fee payable to A.G. P.
|
|
$
|
6,000,000
|
|
|
$
|
6,900,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Use of Net Proceeds
Not Held in the Trust Account
|
|
|
|
|
|
|
|
|
|
D&O Insurance
|
|
$
|
600,000
|
|
|
|
44.44%
|
|
|
Legal, accounting and other third party expenses
attendant to the search for target businesses and to the due diligence investigation, structuring and negotiation of our initial
business combination
|
|
$
|
500,000
|
|
|
|
37.04
|
%
|
|
Due diligence of prospective target businesses by
officers, directors and insiders
|
|
$
|
0
|
|
|
|
0.00
|
%
|
|
Legal and accounting fees relating to SEC reporting
obligations
|
|
$
|
150,000
|
|
|
|
11.11
|
%
|
|
Payment of administrative fee ($10,000 per month
for up to 18 months), subject to deferral as described herein
|
|
$
|
0
|
|
|
|
0.00
|
%
|
|
Working capital to cover miscellaneous expenses,
general corporate purposes, liquidation obligations and reserves
|
|
$
|
100,000
|
|
|
|
7.41
|
%
|
|
Total
|
|
$
|
1,350,000
|
|
|
|
100.00
|
%
|
|
(1)
|
The offering expenses relate to all expenses associated with the offering. However, a portion of the offering
expenses, including the SEC registration fee, the FINRA filing fee, the non-refundable portion of the Nasdaq listing fee and a portion
of the legal and audit fees, have already been paid from the funds we received as loans from our insiders described below. Our sponsor,
CEO and CFO have agreed to apply all of the proceeds from the repayment of the notes to them to the pro rata portion of the private placement
units our sponsor, CEO and CFO have committed to purchase.
|
|
(2)
|
No discounts or commissions will be paid with respect to the purchase of the private units.
|
|
(3)
|
Does not include the compensation of $6,000,000 (or $6,900,000 if the underwriters’
over-allotment option is exercised in full) representing the business combination agreement fee as described under the section
“Underwriting – Conflicts of Interest” equal to 4.0% of the proceeds from this Offering will be placed in a trust
account located in the United States. The underwriters will not be entitled to any interest accrued on such amount.
|
|
(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 that business combination. We
do not anticipate any change in the categories of our intended use of proceeds.
|
A total of $10.00 per share (whether or not
the underwriters’ over-allotment option is exercised in full) of the net proceeds from this offering and the sale of the private
placement units described in this prospectus will be placed in a trust account in the United States maintained by American Stock Transfer &
Trust Company, LLC acting as trustee and will be invested only in U.S. government treasury bills, notes and bonds 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 and which
invest solely in U.S. Treasuries. Except for all interest income that may be released to us to pay our tax obligations, as discussed
below, none of the funds held in the trust account will be released from the trust account until the earlier of: (i) the consummation
of our initial business combination within 18 months from the closing of this offering and (ii) a redemption to public stockholders
prior to any voluntary winding-up in the event we do not consummate our initial business combination within the applicable period.
The net proceeds held in the trust account
may be used as consideration to pay the sellers of a target business with which we ultimately complete our initial business
combination. If our initial business combination is paid for using shares or debt securities, or not all of the funds released from
the trust account are used for payment of the purchase price in connection with our business combination, we may apply the cash
released from the trust account that is not applied to the purchase price for general corporate purposes, including for maintenance
or expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating
the initial business combination, to fund the purchase of other companies or for working capital.
We believe that amounts not held in trust will
be sufficient to pay the costs and expenses to which such proceeds are allocated. This belief is based on the fact that while we may begin
preliminary due diligence of a target business in connection with an indication of interest, we intend to undertake in-depth due diligence,
depending on the circumstances of the relevant prospective acquisition, only after we have negotiated and signed a letter of intent or
other preliminary agreement that addresses the terms of our initial business combination. However, if our estimate of the costs of undertaking
in-depth due diligence and negotiating our initial business combination is less than the actual amount necessary to do so, or the amount
of interest available to use from the trust account is minimal as a result of the current interest rate environment, we may be required
to raise additional capital, the amount, availability and cost of which is currently unascertainable. In this event, we could seek such
additional capital through loans or additional investments from members of our management team, but such members of our management team
are not under any obligation to advance funds to, or invest in, us.
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. Furthermore, the redemption threshold may be further limited
by the terms and conditions of our initial business combination. In such case, we would not proceed with the redemption of our public
shares or the business combination, and instead may search for an alternate business combination.
A public stockholder will be entitled to receive
funds from the trust account only upon the earlier to occur of: (i) our consummation of our initial business combination, and then
only in connection with those shares of common stock that such stockholder properly elected to redeem, subject to the limitations described
herein, (ii) the redemption of our public shares if we are unable to consummate our initial business combination within 18 months
following the closing of this offering, subject to applicable law, or (iii) if we seek to amend our amended and restated certificate
of incorporation to affect the substance or timing of our obligation to redeem all public shares if we cannot complete an initial business
combination within 18 months of the closing of this offering and such amendment is duly approved. In no other circumstances will a public
stockholder have any right or interest of any kind to or in the trust account.
Our initial stockholders have agreed to waive
their redemption rights with respect to any shares they own in connection with the consummation of our initial business combination, including
their founder shares and public shares that they have purchased during or after the offering, if any. In addition, our initial stockholders
have agreed to waive their rights to liquidating distributions with respect to its founder shares if we fail to consummate our initial
business combination within 18 months from the closing of this offering. However, if our initial stockholders acquire public shares in
or after this offering, they will be entitled to receive liquidating distributions with respect to such public shares if we fail to consummate
our initial business combination within the required time period.
DIVIDEND POLICY
We have not paid any cash
dividends on our shares of common stock to date and do not intend to pay cash dividends prior to the completion of 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 subject to the Delaware law.
In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable
future, except if we increase the size of the offering pursuant to Rule 462(b) under the Securities Act, in which case we will
effect a share dividend immediately prior to the consummation of the offering in such amount as to maintain our initial stockholders’
ownership at 20% of the issued and outstanding shares of common stock upon the consummation of this offering (excluding the representative
shares and the private placement units and underlying securities and assuming the initial stockholders do not purchase units in this offering)).
Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited
by restrictive covenants we may agree to in connection therewith.
DILUTION
The difference between the public offering price
per share of our common stock, 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 share of our common stock 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 warrants included in the private placement units, which would cause the actual dilution
to the public stockholders 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 shares of
our common stock which may be redeemed for cash), by the number of shares of outstanding common stock.
At June 30, 2021, our net tangible book (deficit)
was $(172,037), or approximately $(0.05) per common stock. After giving effect to the sale of 15,000,000 shares of common stock included
in the units we are offering by this prospectus (or 17,250,000 shares of common stock if the underwriters’ over-allotment option
is exercised in full),the sale of the private placement units and the deduction of underwriting commissions and estimated expenses of
this offering, our pro forma net tangible book value at June 30, 2021, would have been $5,000,010 or $1.01 per share (or $5,000,010 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 14,037,037 shares of our common stock that may be redeemed for cash or 16,197,037 shares of
our common stock if the underwriters’ over-allotment option is exercised in full) of $1.06 per share (or $0.93 per share to our
initial stockholders as of the date of this prospectus. Total dilution to public stockholders from this offering will be $8.99 per share
(or $9.11 if the underwriters’ over-allotment option is exercised in full).
The following table illustrates the dilution
to the public stockholders on a per-share basis, assuming no value is attributed to the warrants included in the units:
|
|
|
Without
Over-
allotment
|
|
|
With
full
exercise of
Over-allotment
|
|
|
Public offering price
|
|
$
|
10.00
|
|
|
$
|
10.00
|
|
|
Net tangible book deficit before this offering
|
|
|
(0.05
|
)
|
|
|
(0.04
|
)
|
|
Increase (decrease) attributable to
public stockholders
|
|
|
1.06
|
|
|
|
0.93
|
|
|
Pro forma net tangible
book value after this offering
|
|
|
1.01
|
|
|
|
0.89
|
|
|
Dilution to public stockholders
|
|
$
|
8.99
|
|
|
$
|
9.11
|
|
|
Percentage of dilution to public stockholders
|
|
|
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
$140,370,373 because holders of up to approximately 93.6% of our public shares may redeem their shares for a pro rata share of the
aggregate amount then on deposit in the trust account at a per share redemption price equal to the amount in the trust account as set
forth in our tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust two days prior to the commencement
of our tender offer or stockholder meeting, including interest earned on the funds held in the trust account and not previously released
to us to pay our taxes, if any, less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding
public shares.
The following table sets forth information with
respect to our initial stockholders and the public stockholders:
|
|
|
Shares
Purchased
|
|
|
Total
Consideration
|
|
|
Average
Price
|
|
|
|
|
Number
|
|
|
Percentage
|
|
|
Number
|
|
|
Percentage
|
|
|
Per
Share
|
|
|
Common
stock(1)
|
|
|
3,750,000
|
|
|
|
20.00
|
|
|
$
|
25,000
|
|
|
|
0.02
|
|
|
$
|
0.007
|
|
|
Public stockholders
|
|
|
15,000,000
|
|
|
|
80.00
|
|
|
$
|
150,000,000
|
|
|
|
99.98
|
|
|
$
|
10.00
|
|
|
|
|
|
18,750,000
|
|
|
|
100.00
|
|
|
$
|
150,025,000
|
|
|
|
100.00
|
|
|
|
|
|
(1) This number excludes an aggregate of up to 562,500
shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see
Notes 4 and 6).
The pro forma net tangible book value per share
after the offering (assuming that the underwriters’ over-allotment option is not exercised) is calculated as follows:
|
|
|
Without Over-
|
|
|
With full
exercise of
Over-
|
|
|
|
|
allotment
|
|
|
allotment
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
Net tangible book deficit before this offering
|
|
$
|
(172,037
|
)
|
|
$
|
(172,037
|
)
|
|
Net
proceeds from this offering (1)
|
|
|
151,350,000
|
|
|
|
173,850,000
|
|
|
Plus: Offering costs paid in advance,
excluded from tangible book value
|
|
|
192,420
|
|
|
|
192,420
|
|
|
Less: Deferred underwriting commissions
|
|
|
(6,000,000
|
)
|
|
|
(6,900,000
|
)
|
|
Less: Proceeds held in trust subject
to redemption to maintain net tangible assets of $5,000,001
|
|
|
(140,370,373
|
)
|
|
|
(161,970,373
|
)
|
|
|
|
$
|
5,000,010
|
|
|
$
|
5,000,010
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
Common stock outstanding prior to this offering
|
|
|
4,312,500
|
|
|
|
4,312,500
|
|
|
Common stock forfeited if over-allotment is not exercised
|
|
|
(562,500
|
)
|
|
|
-
|
|
|
Common stock included in the units offered
|
|
|
15,191,200
|
|
|
|
17,441,200
|
|
|
Less: Shares subject to redemption
|
|
|
(14,037,037
|
)
|
|
|
(16,197,037
|
)
|
|
|
|
|
4,964,163
|
|
|
|
5,616,663
|
|
|
]
|
|
|
(1)
|
Expenses applied against
gross proceeds include offering expenses of $1,162,000 including underwriter discount of
$500,000 in connection with the initial public offering. See “Use of Proceeds.”
|
CAPITALIZATION
The following table sets forth our capitalization
at June 30, 2021, and as adjusted to give effect to the filing of our amended and restated certificate of incorporation, the sale of
our units in this offering and the application of the estimated net proceeds derived from the sale of such securities:
|
|
|
June
30, 2021
|
|
|
|
|
Actual(3)
|
|
|
As
Adjusted (1)(4)
|
|
|
Note payable to related parties
(1)
|
|
$
|
975,000
|
|
|
$
|
-
|
|
|
Deferred underwriting
commissions
|
|
|
-
|
|
|
|
6,000,000
|
|
|
Common
stock, $0.0001 par value, 10,000,000 shares authorized; -0- and 14,037,037 shares are subject to possible redemption, actual and
as adjusted, respectively(2)
|
|
|
-
|
|
|
|
140,370,373
|
|
|
Common
stock, $0.0001 par value, 10,000,000 shares authorized; 4,312,500 and 4,963,163 shares issued and outstanding (excluding -0- and
14,037,037 shares subject to possible redemption), actual and as adjusted, respectively
|
|
|
431
|
|
|
|
496
|
|
|
Additional paid-in capital(4)(5)
|
|
|
24,569
|
|
|
|
5,004,131
|
|
|
Accumulated deficit
|
|
|
(4,617
|
)
|
|
|
(4,617
|
)
|
|
Total stockholders'
equity
|
|
$
|
20,383
|
|
|
$
|
5,000,010
|
|
|
Total capitalization
|
|
$
|
995,383
|
|
|
$
|
151,370,383
|
|
|
|
(1)
|
Our sponsor and executives have agreed to loan us up to $975,000 to
be used for a portion of the expenses of this offering. The as adjusted information gives
effect to the repayment of this note out of the proceeds from this offering and the sale
of the private placement units. Our sponsor, CEO and CFO have agreed to apply all of the
proceeds from the repayment of the notes to them to the pro rata portion of the private placement
units our sponsor, CEO and CFO have committed to purchase. As of June 30, 2021, we have drawn
upon $975,000 under the promissory notes with our sponsor and executives.
|
|
|
(2)
|
Upon the completion of our initial business combination, we will provide
our public shareholders with the opportunity to redeem their public shares for cash equal
to their pro rata share of the aggregate amount then on deposit in the trust account, calculated
as of two business days prior to the consummation of the initial business combination, including
interest (which interest shall be net of taxes payable by us), subject to the limitations
described herein whereby we may not redeem public shares in an amount that would cause our
net tangible assets to be less than $5,000,001, either prior to or upon consummation of an
initial business combination, after payment of the deferred underwriting commission, and
any limitations (including, but not limited to, cash requirements) created by the terms of
the proposed business combination. The value of common stock that may be redeemed is equal
to $10.00 per share (which is the assumed redemption price) multiplied by 14,037,037 shares
of common stock, which is the maximum number of shares of common stock that may be redeemed
for a $10.00 purchase price per share and still maintain at least $5,000,001 of net tangible
assets.
|
|
|
(3)
|
Actual share amount is
prior to any forfeiture of founder shares and as adjusted share amount assumes no exercise
of the underwriters’ over-allotment option.
|
|
|
(4)
|
The “as adjusted” additional paid-in capital calculation
is equal to the “as adjusted” total stockholders’ equity of $5,000,010,
less the par value of the common stock outstanding of $496, less the accumulated deficit
of $(4,617).
|
|
|
(5)
|
We will account for the
excess of the fair value of the 1,100,000 representative shares as a cost of this offering in accordance with Staff Accounting Bulletin
Topic 5A. Accordingly, the offering costs will be allocated to the separable financial instruments issued in the offering based on
a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities will be expensed
as incurred in the statement of operations. Offering costs allocated to the public shares will be charged to stockholders’
equity upon completion of this offering.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
We were incorporated on February 10, 2021
as a Delaware corporation to serve as a vehicle to effect a merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or similar business combination with one or more target businesses. Our efforts to identify a prospective target business
will not be limited to a particular industry or geographic location. We intend to utilize cash derived from the proceeds of this offering,
our securities, debt or a combination of cash, securities and debt, in effecting a business combination. The issuance of additional shares
in our business combination:
|
|
·
|
may significantly reduce the equity interest of our stockholders;
|
|
|
·
|
may subordinate the rights of holders of common stock if we issue preferred shares with rights senior
to those afforded to our shares of common stock;
|
|
|
·
|
will likely cause a change in control if a substantial number of our shares of common stock are issued,
which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely will also result
in the resignation or removal of our present officers and directors; and
|
|
|
·
|
may adversely affect prevailing market prices for our securities.
|
Similarly, if we issue debt securities, it could
result in:
|
|
·
|
default and foreclosure on our assets if our operating revenues after a business combination are insufficient
to pay our debt obligations;
|
|
|
·
|
acceleration of our obligations to repay the indebtedness even if we have made all principal and interest
payments when due if the debt security contains covenants that required the maintenance of certain financial ratios or reserves and we
breach any such covenant without a waiver or renegotiation of that covenant;
|
|
|
·
|
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on
demand; and
|
|
|
·
|
our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting
our ability to obtain additional financing while such security is outstanding.
|
As indicated in the accompanying financial
statements, at June 30, 2021, we had $903,963 in cash and 192,420 deferred offering costs. Further, we expect to continue to incur significant
costs in the pursuit of our acquisition plans. Our plans to raise capital or to consummate our initial business combination may not be
successful.
We are an emerging growth company as defined in
the JOBS Act. As an emerging growth company, we have elected to delay the adoption of new or revised accounting standards that have different
effective dates for public and private companies until those standards apply to private companies. As such, our financial statements may
not be comparable to companies that comply with public company effective dates.
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
As indicated in the accompanying
financial statements, as of June 30, 2021 and March 26, 2021, we had 903,963 and $1,000,000, respectively, in cash and a working
capital deficiency of $(172,037) and $(80,500), respectively, Further, we have incurred and expect to continue to incur
significant costs in pursuit of our financing and acquisition plans. Management’s plans to address this uncertainty through
this offering are discussed above. Our plans to raise capital or to consummate our initial business combination may not be
successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.
Our liquidity needs have been satisfied to
date through receipt of $25,000 from the sale of the insider shares. We estimate that the net proceeds from (1) the sale of the
units in this offering, after deducting offering expenses of approximately $1,162,000 including underwriting discounts and commissions
of $500,000 and (2) the sale of the private placement units for a purchase price of $2,512,000 will be $151,350,000, or $173,850,000
if the over-allotment option is exercised in full. This amount does not include the $6,000,000 or $6,900,000 if the over-allotment option
is exercised in full business combination fee payable to representative of the underwriters.
We intend to use substantially all of the net
proceeds of this offering, including the funds held in the trust account, to acquire a target business or businesses and to pay our expenses
relating thereto. To the extent that our share capital is used in whole or in part as consideration to effect our initial business combination,
the remaining proceeds held in the trust account as well as any other net proceeds not expended will be used as working capital to finance
the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding
the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products.
Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of
our initial business combination if the funds available to us outside of the trust account were insufficient to cover such expenses.
We believe that, upon consummation of this
offering, the approximate $1,350,000 of net proceeds not held in the trust account, together with the interest earned on the trust account
that is available to us, will be sufficient to allow us to operate for at least the next 18 months, assuming that a business combination
is not consummated during that time. Over this time period, we will be using these funds for identifying and evaluating prospective acquisition
candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar
locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting
the target business to acquire and structuring, negotiating and consummating the business combination. We anticipate that we will incur
approximately:
|
|
·
|
$600,000 of expenses
for directors and officers insurance;
|
|
|
|
|
|
|
·
|
$500,000 of expenses
for legal, accounting and other third party expenses attendant to the search for target businesses and to the due diligence investigation,
structuring and negotiation of our initial business combination;
|
|
|
·
|
$150,000 of expenses for legal and accounting fees relating to SEC reporting obligations; and
|
|
|
·
|
$100,000 of expenses for working capital to cover miscellaneous expenses, general corporate purposes,
liquidation obligations and reserves.
|
If our estimates of the costs of undertaking
in-depth due diligence and negotiating our initial business combination is less than the actual amount necessary to do so, we may
have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain
additional financing either to consummate our initial business combination or because we become obligated to redeem a significant
number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities
or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only
consummate such financing simultaneously with the consummation of our initial business combination. Following our initial business
combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Controls and Procedures
We are not currently required to maintain an effective
system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal
control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2022. As of the date of this prospectus, we
have not completed an assessment, nor have our auditors tested our systems, of internal controls. We expect to assess the internal controls
of our target business or businesses prior to the completion of our initial business combination and, if necessary, to implement and test
additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target
business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Target businesses
we may consider for our initial business combination may have internal controls that need improvement in areas such as:
|
·
|
staffing for financial, accounting and external reporting areas,
including segregation of duties;
|
|
|
|
|
·
|
reconciliation of accounts;
|
|
|
|
|
·
|
proper recording of expenses and liabilities in the period
to which they relate;
|
|
|
|
|
·
|
evidence of internal review and approval of accounting transactions;
|
|
|
|
|
·
|
documentation of processes, assumptions and conclusions underlying
significant estimates; and
|
|
|
|
|
·
|
documentation of accounting policies and procedures.
|
Because it will take time, management involvement
and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and
market expectations for our operation of a target business, we may incur significant expense in meeting our public reporting responsibilities,
particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take
longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.
Once our management’s report on internal
controls is complete, we will retain our independent auditors to audit and render an opinion on such report when, or if, required by Section 404.
The independent auditors may identify additional issues concerning a target business’s internal controls while performing their
audit of internal control over financial reporting.
Quantitative and Qualitative Disclosures about
Market Risk
The net proceeds of this offering, including amounts
in the trust account, will be invested in United States government treasury bills, bonds or notes having a maturity of 185 days or less,
or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and
that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material
exposure to interest rate risk.
Off-Balance Sheet Arrangements; Commitments
and Contractual Obligations; Quarterly Results
As of the date of this prospectus, we did not
have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual
obligations. No unaudited quarterly operating data is included in this prospectus as we have conducted no operations to date.
JOBS Act
On April 5, 2012, the JOBS Act was
signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying
public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with
new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to
delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required for non- emerging growth companies. As such, our
financial statements may not be comparable to companies that comply with public company effective dates.
PROPOSED BUSINESS
Introduction
We are a blank check company recently incorporated
as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or other 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. Our efforts
to identify a prospective target business will not be limited to any particular industry or geographic region, although we intend to focus
on transactions with companies and assets with a global reach. We have not selected any specific 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
with respect to an initial business combination with us. Additionally, we have not engaged or retained any agent or other representative
to identify or locate any suitable acquisition candidate.
While we may pursue an initial business combination
target in any industry or geographic region, we intend to focus on established, technology focused businesses that have an aggregate enterprise
value of approximately $500 million to $2.0 billion and would benefit from access to public markets and the operational and strategic
expertise of our management team and board of directors. We will seek to capitalize on the significant experience of our management team
in consummating an initial business combination with the ultimate goal of pursuing attractive returns for our shareholders.
Our Management Team
Our management team is led by Matthew Kearney,
our Chief Executive Officer and Young Cho, our Chief Financial Officer who have extensive experience as private
equity investors and as C-level executives in a variety of industries including media, financial institutions, and fintech.
Matthew Kearney, our Chief Executive Officer and
a member of our board of directors, has over 30 years of experience as an investor, Chief Executive Officer, Executive Chairman, and Board
member in mergers and acquisitions in the United States and United Kingdom in the areas of private equity, technology and wealth management.
Mr. Kearney has previously been an investor and involved in leadership positions of a number of companies, including a special purpose
acquisition company. Matthew has an MBA from London Business School, a BSc (Hons) in Aeronautical Engineering from Manchester University,
and C.Eng. (RAeS).
Young Cho, our Chief Financial Officer, has
a wide range of experience in the banking and fintech industries. Most recently, Mr. Cho has served in CIO and CFO positions at
a select group of early stage cryptocurrency companies. Before getting involved in crypto startups, Mr. Cho held several investment
banking positions and was a co-founder and Managing Director at Newtonian Capital, a multi-strategy hedge fund focusing on event-driven
strategies based in Hong Kong. Mr. Cho has a BS in Electrical Engineering from Cornell, a Masters in Financial Engineering from
Cornell, and a MPA in Economic Policy Management from Columbia.
We believe we will greatly benefit from the
experiences of our executive officers and directors as we seek to identify and consummate an initial business combination. Our team
has extensive experience in the financial services sector as investors, managers, principals, advisors or directors of companies
operating in the technology sector. They also have extensive experience in identifying, negotiating with and conducting due
diligence on companies targeted for acquisition and consummating acquisitions in the technology sector. Prior to the consummation of
our initial business combination, we intend to leverage the industry experience of our executive officers and board, including their
extensive contacts, relationships and access to acquisition opportunities. While our management team does have experience pursuing
an acquisition on behalf of a blank check company, past performance by our management team is not a guarantee of success with
respect to locating a target business to acquire or any business combination we may consummate.
The past performance of the members of our management
team or their affiliates is not a guarantee that we will be able to identify a suitable candidate for our initial business combination
or of success with respect to any business combination we may consummate. You should not rely on the historical record of the performance
of our management team or any of its affiliates’ performance as indicative of our future performance.
As more fully discussed in “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 pre-existing fiduciary or contractual obligations, he may be required to present
such business combination opportunity to such entity prior to presenting such business combination opportunity to us.
Our Competitive Advantage
The relationship network, sourcing, valuation,
diligence and execution capabilities of our team should provide us what we believe to be a significant and attractive pipeline of opportunities.
Our competitive strengths include:
|
|
·
|
Significant Technology Sector Expertise. Our management team, board of directors
and advisors have spent the majority of their careers working with and building technology companies. Due to the team’s prolific
investment experience in these areas, we have developed a deep understanding of these sectors and an ability to identify technologies
that are on the forefront such as mobile infrastructure, media, and blockchain technologies. This extensive market knowledge has a meaningful
impact on our team’s investment decisions and how we identify attractive opportunities with visionary businesses.
|
|
|
·
|
Extensive Investment and Operational Experience. We meticulously built our executive
management team, board of directors and advisory board with personnel in the technology sector with notable experience across various
operational, financial, private investment, c-suite and board-level roles.
|
|
|
·
|
Leverage Our Network to Identify Investment Opportunities. We intend to capitalize
on our management team’s domain expertise acquired through decades of strategic deal-making in the technology sector. We believe
our management’s deep network of CEO-level and other C-suite/board relationships in addition to pre-eminent private and public market
investors will present us with a substantial number of potential business combination targets.
|
|
|
·
|
Leading
Family Office Sponsor. Dominion Capital LLC is the manager of our sponsor and is a U.S. investment advisory firm that
was founded over a decade ago by serial technology entrepreneurs and finance professionals.
Since then they have invested in hundreds of companies, from early stage startups to multibillion
dollar public companies, venture capital, private equity, real estate, and blockchain. Dominion
Capital’s capital market experience, as well as deep relationships with CEOs, founders,
directors and venture capital funds provides us with a proprietary avenue for sourcing target
businesses.
|
|
|
·
|
A.G.P. is a Leading Shareholder that Brings Deal Flow and
Extensive Understanding of Capital Markets and Public Market Investors. We will be supported by A.G.P. and its team of investment
banking professionals, each of whom have meaningful transaction experience, including corporate finance, mergers and acquisitions, equity
and debt capital markets, strategic consulting, and operations. A.G.P. has developed an extensive network of contacts and corporate relationships
which we believe will provide us with an important source of initial business combination opportunities. A.G.P. is a leading advisor
to public company boards of directors and executives, including technology companies, on matters of public markets capital raising, corporate
strategy, and M&A. We believe that the significant knowhow of A.G.P. will allow us to effectively gauge target companies that possess
a readiness for being public, as well as to support their executives in the process of going public.
|
Our Business Strategy
Our management team’s objective is to generate
attractive returns and create value for our shareholders by applying a disciplined strategy of identifying attractive investment opportunities
that could benefit from the addition of capital, liquidity, and management expertise.
We will leverage our management team’s broad
network of potential proprietary and public transaction sources to find an opportunity where their expertise could effect a positive transformation
of the existing business to improve the overall value proposition while maximizing shareholder value.
We believe successful special purpose acquisition
companies require a differentiated story to make a business combination attractive for potential sellers of businesses who become partners
in a public markets context.
We believe that our team will be an attractive
partner given our proven track record of both operational and financial success in small and medium sized public companies and our deep
understanding of how to navigate complicated shareholder and capital markets dynamics in a small and mid-cap context.
Business Combination Criteria
Consistent with this strategy, we have identified
the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We intend to
use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination
with a target business that does not meet these criteria and guidelines. While we intend to utilize these criteria in evaluating business
combination opportunities, we expect that no individual criterion will entirely determine a decision to pursue a particular opportunity.
|
|
·
|
U.S. or International Private Technology Company. We will seek to
acquire a private company domiciled in the United States primarily focused on the technology sector.
|
|
|
·
|
Emerging Growth Stories. We will seek to acquire
a business that has (i) a strong competitive advantage that will enable them to outpace their peers in terms of earnings and stock
performance, (ii) a record of strong growth in sales and (iii) a large target addressable market.
|
|
|
·
|
Growth opportunities through capital investment. We intend to seek
candidates who will benefit from additional capital investment through a business combination with a public vehicle.
|
|
|
·
|
Strong management teams with a proven track record. We intend to
seek candidates who have strong management teams with a proven track record of driving revenue growth, enhancing profitability and generating
strong free cash flow. We will seek to partner with potential target’s management team and expect that the operating and financial
abilities of our management and board will help potential target company to unlock opportunities for future growth and enhanced profitability.
|
|
|
·
|
Opportunities for Add-On Acquisitions. We will seek to acquire
a business that we can grow both organically and through acquisitions. In addition, we believe that our ability to source proprietary
opportunities and execute such transactions will help the business we acquire grow through acquisition, and thus serve as a platform for
further add-on acquisitions.
|
|
|
·
|
Being a Public Company. We intend to pursue a business combination
with a company that we believe will benefit from being publicly traded and can effectively utilize the broader access to capital and public
profile that are associated with being a publicly traded company.
|
|
|
·
|
Focus on Risk-Adjusted Return. We intend to acquire a company
that we believe can offer attractive risk-adjusted return on investments for our stockholders.
|
These criteria are not intended to be exhaustive.
Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general
guidelines as well as other considerations, factors and criteria that our management may deem relevant.
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 in our stockholder communications related to our initial business combination, which, as discussed
in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the U.S. Securities
and Exchange Commission (or the SEC).
Effecting a 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 and the private placement of the private placement units, our shares, new debt, or a combination
of these, as the consideration to be paid in our initial business combination. We may seek to consummate our initial business combination
with a company or business that may be financially unstable or in its early stages of development or growth (such as a company that has
begun operations but is not yet at the stage of commercial manufacturing and sales), which would subject us to the numerous risks inherent
in such companies and businesses, although we will not be permitted to effectuate our initial business combination with another blank
check company or a similar company with nominal operations.
If our initial business combination is paid for
using shares or debt securities, or not all of the funds released from the trust account are used for payment of the purchase price in
connection with our business combination or used for redemptions of purchases of our common stock, we may apply the cash released to us
from the trust account that is not applied to the purchase price for general corporate purposes, including for maintenance or expansion
of operations of acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating our initial business
combination, to fund the purchase of other companies or for working capital.
We have not identified any acquisition targets.
From the period prior to our formation through the date of this prospectus, there have been no communications, evaluations or discussions
between any of our officers, directors or our sponsor and any of their contacts or relationships regarding a potential initial business
combination. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition
candidate. Subject to the requirement that our initial business combination must be with one or more target businesses or assets having
an aggregate fair market value of at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement
to enter into such initial business combination, we have virtually unrestricted flexibility in identifying and selecting one or more prospective
target businesses. Accordingly, there is no current basis for investors in this offering to evaluate the possible merits or risks of the
target business with which we may ultimately complete our initial business combination. Although our management will assess the risks
inherent in a particular target business with which we may combine, this assessment may not result in our identifying all risks that a
target 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 impact a target business.
We may seek to raise additional funds
through a private offering of debt or equity securities in connection with the consummation of our initial business combination, and
we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the
trust account. Subject to compliance with applicable securities laws, we would consummate such financing only simultaneously with
the consummation of our business combination. In the case of an initial business combination funded with assets other than the trust
account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the
financing and, only if required by law or the Nasdaq stock exchange, we would seek stockholder approval of such financing. There are
no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination. At
this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds
through the sale of securities or otherwise.
Sources of Target Businesses
Our process of identifying acquisition targets
will leverage our management 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. In addition, we will
be supported by A.G.P. and its team of investment banking professionals, each of whom have meaningful transaction experience, including
corporate finance, mergers and acquisitions, equity and debt capital markets, strategic consulting, and operations. A.G.P. has developed
an extensive network of contacts and corporate relationships which we believe will provide us with an important source of initial business
combination opportunities. We expect that the collective experience, capability and network of our founders, directors and officers, and
A.G. P. combined with their individual and collective reputations in the investment community, will help to create prospective business
combination opportunities.
We anticipate that target business candidates
will be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity
groups, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses may be brought
to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources also may introduce
us to target 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 targeting. Our officers and directors, as well as their affiliates, also may bring
to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal
inquiries or discussions they may have, as well as attending trade shows or conventions.
In addition, we expect to receive a number of
proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships
of our officers and directors. 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 management 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
management determines is in our best interest to pursue. Payment of finder’s fees 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. Although some of our officers and directors may enter
into employment or consulting agreements with the acquired business following our initial business combination, the presence or absence
of any such arrangements will not be used as a criterion in our selection process of an acquisition candidate.
We are not prohibited from pursuing an initial
business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial
business combination with such a company, we, or a committee of independent directors, would obtain an opinion from an independent investment
banking firm or another independent entity that commonly renders valuation opinions on the type of target business we seek to acquire
that such an initial business combination is fair to our unaffiliated stockholders from a financial point of view.
Selection of a Target Business and Structuring of a Business
Combination
Subject to our management team’s
fiduciary obligations and the limitations that a target business have a fair market value of at least 80% of the balance in the
trust account (less any taxes payable on the interest earned on the trust account) at the time of the execution of a definitive
agreement for our initial business combination, as described below in more detail, and that we must acquire a controlling interest
in the target business, our management will have virtually unrestricted flexibility in identifying and selecting a prospective
target business. We have not established any specific attributes or criteria (financial or otherwise) for prospective target
businesses other than as described above under the caption “Investment Criteria.” In evaluating a prospective target
business, our management may consider a variety of factors, including one or more of the following:
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financial condition and results of operation;
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brand recognition and potential;
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experience and skill of management and availability of additional personnel;
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stage of development of the products, processes or services;
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existing distribution and potential for expansion;
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degree of current or potential market acceptance of the products, processes or services;
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proprietary aspects of products and the extent of intellectual property or other protection for products or formulas;
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impact of regulation on the business;
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regulatory environment of the industry;
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costs associated with effecting the business combination;
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industry leadership, sustainability of market share and attractiveness of market industries in which a
target business participates; and
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macro competitive dynamics in the industry within which the company competes.
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These criteria are not intended to be exhaustive.
Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors
as well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective.
In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things,
meetings with incumbent management and inspection of facilities, as well as review of financial and other information which is made available
to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, although we
have no current intention to engage any such third parties.
The time required to select and evaluate a
target business and to structure and complete our initial business combination, and the costs associated with this process, are not
currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a
prospective target business with which a business combination is not ultimately completed will result in our incurring losses and
will reduce the funds we can use to complete another business combination. We will not pay any finders or consulting fees to members
of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business
combination.
Fair Market Value of Target Business or Businesses
The target business or businesses or assets with
which we effect our initial business combination must have a collective fair market value equal to at least 80% of the value of the trust
account (excluding any taxes payable) at the time of the agreement to enter into such initial business combination. If we acquire less
than 100% of one or more target businesses in our initial business combination, the aggregate fair market value of the portion or portions
we acquire must equal at least 80% of the value of the trust account (excluding taxes payable) at the time of the agreement to enter into
such initial business combination. However, we will always acquire at least a controlling interest in a target business. The fair market
value of a portion of a target business or assets will likely be calculated by multiplying the fair market value of the entire business
by the percentage of the target we acquire. We may seek to consummate our initial business combination with an initial target business
or businesses with a collective fair market value in excess of the balance in the trust account. In order to consummate such an initial
business combination, we may issue a significant amount of debt, equity or other securities to the sellers of such business and/or seek
to raise additional funds through a private offering of debt, equity or other securities. If we issue securities in order to consummate
such an initial business combination, our stockholders could end up owning a minority of the combined company’s voting securities
as there is no requirement that our stockholders own a certain percentage of our company (or, depending on the structure of the initial
business combination, an ultimate parent company that may be formed) after our business combination. Because we have no specific business
combination under consideration, we have not entered into any such arrangement to issue our debt or equity securities and have no current
intention of doing so.
The fair market value of a target business or
businesses or assets will be determined by our board of directors based upon standards generally accepted by the financial community,
such as actual and potential gross margins, the values of comparable businesses, earnings and cash flow, book value, enterprise value
and, where appropriate, upon the advice of appraisers or other professional consultants. Investors will be relying on the business judgment
of our board of directors, which will have significant discretion in choosing the standard used to establish the fair market value of
a particular target business. If our board of directors is not able to independently determine that the target business or assets has
a sufficient fair market value to meet the threshold criterion, we will obtain an opinion from an unaffiliated, independent investment
banking firm or another independent entity that commonly renders valuation opinions on the type of target business we seek to acquire
with respect to the satisfaction of such criterion. Notwithstanding the foregoing, unless we consummate a business combination with an
affiliated entity, we are not required to obtain an opinion from an independent investment banking firm, or another independent entity
that commonly renders valuation opinions on the type of target business we seek to acquire, that the price we are paying is fair to our
stockholders.
Lack of Business Diversification
We may seek to effect a business combination with
more than one target business, although we expect to complete our business combination with just one business. For an indefinite period
of time after consummation 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 consummating 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.
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Limited Ability to Evaluate the Target’s Management Team
Although we intend to closely scrutinize the management
of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our
assessment of the target business’ management may not prove to be correct. The future role of members of our management team, if
any, in the target business cannot presently be stated with any certainty. Consequently, members of our management team may not become
a part of the target’s management team, and the future management may not have the necessary skills, qualifications or abilities
to manage a public company. Further, it is also not certain whether one or more of our directors will remain associated in some capacity
with us following our initial business combination. Moreover, members of our management team may not have significant experience or knowledge
relating to the operations of the particular target business. Our key personnel may not 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 our initial business combination, we
may seek to recruit additional managers to supplement the incumbent management of the target business. We may not 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.
Stockholders May Not Have the Ability to Approve an Initial
Business Combination
In connection with any proposed business combination,
we will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which public
stockholders may seek to convert their public shares, regardless of whether they vote for or against the proposed business combination
or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable)
or (2) provide our public stockholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby
avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in
the trust account (net of taxes payable), in each case subject to the limitations described herein. Notwithstanding the foregoing, our
initial stockholders, including the representative, have agreed, pursuant to written letter agreements with us, not to convert any public
shares held by them into their pro rata share of the aggregate amount then on deposit in the trust account. If we determine to
engage in a tender offer, such tender offer will be structured so that each stockholder may tender any or all of his, her or its public
shares rather than some pro rata portion of his, her or its shares. The decision as to whether we will seek stockholder approval
of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us based on
a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek
stockholder approval. If we so choose and we are legally permitted to do so, we have the flexibility to avoid a stockholder vote and
allow our stockholders to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act which regulate issuer
tender offers. In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and
other information about the initial business combination as is required under the SEC’s proxy rules. We will consummate our initial
business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek stockholder
approval, a majority of the issued and outstanding shares of common stock voted are voted in favor of the business combination.
We chose our net tangible asset threshold
of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act. However, if we seek
to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires
us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net
tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser
number of shares converted or sold to us) and may force us to seek third party financing which may not be available on terms acceptable
to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another
suitable target within the applicable time period, if at all. Public stockholders may therefore have to wait 18 months from the closing
of this offering in order to be able to receive a pro rata share of the trust account.
Our initial stockholders and our officers
and directors have agreed (1) to vote any shares of common stock owned by them in favor of any proposed business combination,
(2) not to convert any shares of common stock in connection with a stockholder vote to approve a proposed initial business
combination and (3) not sell any shares of common stock in any tender in connection with a proposed initial business
combination. As a result, if we sought stockholder approval of a proposed transaction, we would need only of our public shares (or
approximately % of our public shares) to be voted in favor of the transaction in order to have such transaction approved (assuming
that only a quorum was present at the meeting, that the over-allotment option is not exercised and that the initial stockholders do
not purchase any units in this offering or units or shares in the after-market).
None of our officers, directors, initial stockholders
or their affiliates has indicated any intention to purchase units or shares of common stock in this offering or from persons in the open
market or in private transactions. However, if we hold a meeting to approve a proposed business combination and a significant number of
stockholders vote, or indicate an intention to vote, against such proposed business combination, our officers, directors, initial stockholders
or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. Notwithstanding
the foregoing, our officers, directors, initial stockholders and their affiliates will not make purchases of common stock if the purchases
would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation
of a company’s stock.
Conversion/Tender Rights
At any meeting called to approve an initial
business combination, public stockholders may seek to convert their public shares, regardless of whether they vote for or against the
proposed business combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the
trust account, less any taxes then due but not yet paid. Notwithstanding the foregoing, our initial stockholders, including the representative,
have agreed, pursuant to written letter agreements with us, not to convert any public shares held by them into their pro rata share
of the aggregate amount then on deposit in the trust account. If we hold a meeting to approve an initial business combination, a holder
will always have the ability to vote against a proposed business combination and not seek conversion of his shares.
Alternatively, if we engage in a tender offer,
each public stockholder will be provided the opportunity to sell his public shares to us in such tender offer. The tender offer rules require
us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum amount of time we would need to provide
holders to determine whether they want to sell their public shares to us in the tender offer or remain an investor in our company.
Our initial stockholders, officers and directors
will not have conversion rights with respect to any shares of common stock owned by them, directly or indirectly, whether acquired prior
to this offering or purchased by them in this offering or in the aftermarket.
We may also require public stockholders, whether
they are a record holder or hold their shares in “street name,” to either tender their certificates (if any) to our transfer
agent or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal
At Custodian) System, at the holder’s option, at any time at or prior to the vote on the business combination. The proxy solicitation
materials that we will furnish to stockholders in connection with the vote for any proposed business combination will indicate whether
we are requiring stockholders to satisfy such delivery requirements. Accordingly, a stockholder would have from the time our proxy statement
is mailed through the vote on the business combination to deliver his shares if he wishes to seek to exercise his conversion rights. Under
Delaware law and our bylaws, we are required to provide at least 10 days’ advance notice of any stockholder meeting, which would
be the minimum amount of time a stockholder would have to determine whether to exercise conversion rights. As a result, if we require
public stockholders who wish to convert their shares of common stock into the right to receive a pro rata portion of the funds
in the trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and
deliver their shares for conversion. Accordingly, investors may not be able to exercise their conversion rights and may be forced to retain
our securities when they otherwise would not want to. The conversion rights will include the requirement that a beneficial holder must
identify itself in order to validly redeem its shares.
There is a nominal cost associated with this
tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will
typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting
holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise conversion rights.
The need to deliver shares is a requirement of exercising conversion rights regardless of the timing of when such delivery must be
effectuated. However, in the event we require stockholders seeking to exercise conversion rights to deliver their shares prior to
the consummation of the proposed business combination and the proposed business combination is not consummated, this may result in
an increased cost to stockholders.
Any request to convert or tender such shares once
made, may be withdrawn at any time up to the vote on the proposed business combination or expiration of the tender offer. Furthermore,
if a holder of a public share delivered his certificate in connection with an election of their conversion or tender and subsequently
decides prior to the vote on the business combination or the expiration of the tender offer not to elect to exercise such rights, he may
simply request that the transfer agent return the certificate (physically or electronically).
If the initial business combination is not approved
or completed for any reason, then our public stockholders who elected to exercise their conversion or tender rights would not be entitled
to convert their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any shares
delivered by public holders.
Liquidation of Trust Account if No Business Combination
If we do not complete a business combination within
18 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,
dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims
of creditors and the requirements of other applicable law.
Under the Delaware General Corporation Law, stockholders
may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.
The pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100% of our outstanding public
shares in the event we do not complete our initial business combination within the required time period may be considered a liquidation
distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the Delaware General
Corporation Law intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during
which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims
brought, and an additional 150-day waiting period before any redemptions are made to stockholders, any liability of stockholders with
respect to a redemption is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to
the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.
Furthermore, if the pro rata portion of our trust
account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do not complete our initial
business combination within the required time period is not considered a liquidation distribution under Delaware law and such redemption
distribution is deemed to be unlawful, then pursuant to Section 174 of the Delaware General Corporation Law, the statute of limitations
for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of
a liquidation distribution. It is our intention to redeem our public shares as soon as reasonably possible following the 18th month from
the closing of this offering, but not more than five business days thereafter, and, therefore, we do not intend to comply with the above
procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but
no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.
Because we will not be complying with Section 280
of the Delaware General Corporation Law, Section 281(b) of the Delaware General Corporation Law requires us to adopt a plan,
based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially
brought against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and
our operations will be limited to seeking to complete an initial business combination, the only likely claims to arise would be from our
vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.
We will seek to have all third parties (including
any vendors or other entities we engage after this offering) and any prospective target businesses enter into valid and enforceable agreements
with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account. The underwriters
in this offering will execute such a waiver agreement.
As a result, the claims that could be made against
us will be limited, thereby lessening the likelihood that any claim would result in any liability extending to the trust. We therefore
believe that any necessary provision for creditors will be reduced and should not have a significant impact on our ability to distribute
the funds in the trust account to our public stockholders. Nevertheless, there is no guarantee that vendors, service providers and prospective
target businesses will execute such agreements. In the event that a potential contracted party was to refuse to execute such a waiver,
we will execute an agreement with that entity only if our management first determines that we would be unable to obtain, on a reasonable
basis, substantially similar services or opportunities from another entity willing to execute such a waiver. Examples of instances where
we may engage a third party that refused to execute a waiver would be the engagement of a third party consultant who cannot sign such
an agreement due to regulatory restrictions, such as our auditors who are unable to sign due to independence requirements, or whose particular
expertise or skills are believed by management to be superior to those of other consultants that would agree to execute a waiver or a
situation in which management does not believe it would be able to find a provider of required services willing to provide the waiver.
There is also no guarantee that, even if they execute such agreements with us, they will not seek recourse against the trust account.
Our insiders have agreed that they will be jointly and severally liable to us if and to the extent any claims by a vendor for services
rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement,
reduce the amount of funds in the trust account to below $10.00 per public share, except as to any claims by a third party who executed
a valid and enforceable agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies held
in the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities,
including liabilities under the Securities Act. Our board of directors has evaluated our insiders’ financial net worth and believes
they will be able to satisfy any indemnification obligations that may arise. However, our insiders may not be able to satisfy their indemnification
obligations, as we have not required our insiders to retain any assets to provide for their indemnification obligations, nor have we taken
any further steps to ensure that they will be able to satisfy any indemnification obligations that arise. Moreover, our insiders will
not be liable to our public stockholders and instead will only have liability to us. As a result, if we liquidate, the per-share distribution
from the trust account could be less than approximately $10.00 due to claims or potential claims of creditors. We will distribute to all
of our public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the amount then held in the
trust account, inclusive of any interest not previously released to us, (subject to our obligations under Delaware law to provide for
claims of creditors as described below).
If we are unable to consummate an initial business
combination and are forced to redeem 100% of our outstanding public shares for a portion of the funds held in the trust account, we anticipate
notifying the trustee of the trust account to begin liquidating such assets promptly after such date and anticipate it will take no more
than 5 business days to effectuate the redemption of our public shares. Our insiders have waived their rights to participate in any redemption
with respect to their insider shares. We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust
account. If such funds are insufficient, our insiders have agreed to pay the funds necessary to complete such liquidation (currently anticipated
to be no more than approximately $50,000) and have agreed not to seek repayment of such expenses. Each holder of public shares will receive
a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account
and not previously released to us or necessary to pay our taxes. The proceeds deposited in the trust account could, however, become subject
to claims of our creditors that are in preference to the claims of public stockholders.
Our public stockholders shall be entitled to receive
funds from the trust account only in the event of our failure to complete our initial business combination in the required time period
or if the stockholders seek to have us convert their respective shares of common stock upon a business combination which is actually completed
by us. In no other circumstances shall a stockholder have any right or interest of any kind to or in the trust account.
If we are forced to file a bankruptcy case or
an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could be subject to
applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over
the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per share redemption or conversion
amount received by public stockholders may be less than $10.00.
If, after we distribute the proceeds in the trust
account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not
dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either
a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover
all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our
creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders
from the trust account prior to addressing the claims of creditors. Claims may be brought against us for these reasons.
Amended and Restated Certificate of Incorporation
Our amended and restated certificate of incorporation
which will be effective upon consummation of this offering will contain certain requirements and restrictions relating to this offering
that will apply to us until the consummation of our initial business combination. If we hold a stockholder vote to amend any provisions
of our amended and restated certificate of incorporation relating to stockholder’s rights or pre-business combination activity (including
the substance or timing within which we have to complete a business combination), we will provide our public stockholders with the opportunity
to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released
to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, in connection with any such vote.
Our insiders have agreed to waive any conversion rights with respect to any insider shares and any public shares they may hold in connection
with any vote to amend our amended and restated certificate of incorporation. Specifically, our amended and restated certificate of incorporation
provides, among other things, that:
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prior
to the consummation of our initial business combination, we shall either (1) seek stockholder
approval of our initial business combination at a meeting called for such purpose at which
public stockholders may seek to convert their shares of common stock, regardless of whether
they vote for or against the proposed business combination or do not vote at all, into a
portion of the aggregate amount then on deposit in the trust account, or (2) provide
our stockholders with the opportunity to sell their shares to us by means of a tender offer
(and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata
share of the aggregate amount then on deposit in the trust account, in each case subject
to the limitations described herein;
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we will consummate our initial business combination only if public stockholders do not exercise conversion
rights in an amount that would cause our net tangible assets to be less than $5,000,001 and a majority of the outstanding shares of common
stock voted are voted in favor of the business combination;
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if our initial business combination is not consummated within 18 months of the closing of this offering,
then our existence will terminate and we will distribute all amounts in the trust account to all of our public holders of shares of common
stock;
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upon the consummation of this offering, $150,000,000, or $172,500,000 if the over-allotment option is
exercised in full, shall be placed into the trust account;
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we may not consummate any other business combination, merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar transaction prior to our initial business combination; and
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prior to our initial business combination, we may not issue additional shares of capital stock that would
entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination.
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Competition
In identifying, evaluating and selecting a target
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, and operating businesses seeking strategic
acquisitions.
Many of these entities are well established and
have significant experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors
possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited
by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business.
Furthermore, the requirement that we acquire a target business or businesses having a fair market value equal to at least 80% of the value
of the trust account (excluding any taxes payable) at the time of the agreement to enter into the business combination, our obligation
to pay cash in connection with our public stockholders who exercise their redemption rights and the number of our outstanding warrants
and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Any of these factors may
place us at a competitive disadvantage in successfully negotiating our initial business combination.
Facilities
We currently maintain our executive offices
at 256 W. 38th Street, 15th Floor New York, NY 10018. An affiliate of our sponsor is making this space available to us as part of a monthly
administrative fee of $10,000. We consider our current office space adequate for our current operations.
Employees
We currently have two 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 target business has been selected for our initial business combination and the stage of the business
combination process we are in. We do not intend to have any full time employees prior to the consummation of our initial business combination.
Periodic Reporting and Audited Financial Statements
We will our units, shares of common stock 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 report will contain financial statements audited and
reported on by our independent registered public accountants.
We will provide stockholders with audited financial
statements of the prospective target business as part of any proxy solicitation sent to stockholders to assist them in assessing the target
business. In all likelihood, the financial information included in the proxy solicitation materials will need to be prepared in accordance
with U.S. 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. The financial statements may also be required to be prepared in accordance with U.S. GAAP for the Form 8-K
announcing the closing of an initial business combination, which would need to be filed within four business days thereafter. We cannot
assure you that any particular target business identified by us as a potential acquisition candidate will have the necessary financial
information. To the extent that this requirement cannot be met, we may not be able to acquire the proposed target business.
We will be required to comply with the
internal control requirements of the Sarbanes-Oxley Act beginning for the fiscal year ending December 31, 2022. A target
company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The
development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and
costs necessary to complete any such acquisition.
Prior to the effectiveness of the registration
statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register
our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated
under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the
Exchange Act prior or subsequent to the consummation of our initial business combination.
We are an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of
certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth
companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404
of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any
golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less
active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act
also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of
the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can
delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take
advantage of the benefits of this extended transition period.
We will remain an emerging growth company until
the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in
which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer,
which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior December 31st,
and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
Legal Proceedings
There is no material litigation, arbitration or
governmental proceeding currently pending against us or any of our officers or directors in their capacity as such, and we and our officers
and directors have not been subject to any such proceeding in the 12 months preceding the date of this prospectus.
Comparison to Offerings of Blank Check Companies
Subject to Rule 419
The following table compares and contrasts the
terms of our offering and the terms of an offering of blank check companies under Rule 419 promulgated by the SEC assuming that the
gross proceeds, underwriting discounts and underwriting expenses for the Rule 419 offering are the same as this offering and that
the underwriters will not exercise their over-allotment option. None of the terms of a Rule 419 offering will apply to this offering
because we will be listed on a national securities exchange, we will have net tangible assets in excess of $5,000,001 upon the successful
consummation of this offering and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact.
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Terms of the Offering
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Terms Under a Rule 419 Offering
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Escrow of offering proceeds
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$150,000,000 of the net offering proceeds and proceeds from the sale of the private placement units will be deposited into a trust account in the United States, maintained by American Stock Transfer & Trust Company, LLC, acting as trustee.
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$135,000,000 of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions, expenses and company deductions under Rule 419, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker- dealer acts as trustee for persons having the beneficial interests in the account.
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Investment of net proceeds
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The $150,000,000 of the net offering proceeds and proceeds from the sale of the private placement units held in trust will only be invested in United States government treasury bills, bonds or notes with a maturity of 185 days or less or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and that invest solely in United States government treasuries.
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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 of 1940 or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
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Limitation on fair value or net assets of target business
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The initial target business that we acquire must have a fair market value equal to at least 80% of the balance in our trust account net of taxes payable at the time of the execution of a definitive agreement for our initial business combination.
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We would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represent at least 80% of the maximum offering proceeds.
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Trading of securities issued
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The units may commence trading on or promptly after the date of this prospectus. The shares of common stock and warrants comprising the units will begin to trade separately on the 90th day after the date of this prospectus unless A.G.P. informs us of its decision to allow earlier separate trading (based upon its assessment of the relative strengths of the securities markets and small capitalization and blank check companies in general, and the trading pattern of, and demand for, our securities in particular), provided we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the proceeds of this offering.
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No trading of the units or the underlying securities would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
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Exercise of the warrants
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The warrants cannot be exercised until the completion of a business combination and, accordingly, will be exercised only after the trust account has been terminated and distributed.
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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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Terms of the Offering
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Terms Under a Rule 419 Offering
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Election to remain an investor
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We will either (1) give our stockholders the opportunity to vote on the business combination or (2) provide our public stockholders with the opportunity to sell their public shares to us in a tender offer for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, less taxes. If we hold a meeting to approve a proposed business combination, we will send each stockholder a proxy statement containing information required by the SEC. Under our amended and restated certificate of incorporation, we must provide at least 10 days advance notice of any meeting of stockholders. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether to exercise their rights to convert their shares into cash at such a meeting or to remain an investor in our company. Alternatively, if we do not hold a meeting and instead conduct a tender offer, we will conduct such tender offer in accordance with 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 as we would have included in a proxy statement.
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A prospectus containing information required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company, in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of the post-effective amendment, to decide whether he or she elects to remain a stockholder of the company or require the return of his or her investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account would automatically be returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors and none of the securities will be issued.
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The tender offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether they want to sell their shares to us in the tender offer or remain an investor in our company.
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Business combination deadline
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Pursuant to our amended and restated certificate of incorporation, if we do not complete an initial business combination within 18 months from the consummation of this offering, it will trigger our automatic winding up, dissolution and liquidation.
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If an acquisition has not been consummated within 18 months after the effective date of the initial registration statement, funds held in the trust or escrow account would be returned to investors.
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Interest
earned on the funds in the trust account
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There can be released to us, from time to time, any interest earned on the funds in the trust account that we may need to pay our tax obligations. The remaining interest earned on the funds in the trust account will not be released until the earlier of the completion of a business combination and our entry into liquidation upon failure to effect a business combination within the allotted time.
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All interest earned on the funds in the trust account will be held in trust for the benefit of public stockholders until the earlier of the completion of a business combination and our liquidation upon failure to effect a business combination within the allotted time.
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Release of funds
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Except for interest earned on the funds held in the trust account that may be released to us to pay our tax obligations, the proceeds held in the trust account will not be released until the earlier of the completion of a business combination (in which case, the proceeds released to us will be net of the funds used to pay converting or tendering stockholders, as the trustee will directly send the appropriate portion of the amount held in trust to the converting or tendering stockholders at the time of the business combination) and the liquidation of our trust account upon failure to effect a business combination within the allotted time.
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The proceeds held in the escrow account would not be 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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MANAGEMENT
Directors and Executive Officers
Our directors and officers upon the consummation
of this offering will be the following:
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Name
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Age
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Position
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Matthew Kearney
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59
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Chief Executive Officer and Chairman of the Board
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Young Cho
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45
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Chief Financial Officer and Director
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Christina Favilla
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53
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Director
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Otto Risbakk
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59
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Director
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Jeffery Bistrong
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59
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Director
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Matthew
Kearney, has served as our Chief Executive Officer and a member of our board of directors since the Company’s
inception in February of 2021 and will become the Chairman of our board of directors upon the consummation of this offering. Mr Kearney has over 30 years of experience as an investor, Chief Executive Officer, Executive
Chairman, and Board member in mergers and acquisitions in the United States and United Kingdom in the areas of private equity,
technology and wealth management. After graduating from the London Business School and as Investment Director at 3i PLC, Matthew
joined Carlton Communications PLC, the acquisitive FTSE 100 media conglomerate, as head of Mergers & Acquisitions, becoming
an officer of the board in the process. Mr. Kearney moved to New York in 2002 to take up his first Chief Executive Officer
position at Screenvision, LLC, a Carlton/Thomson joint venture where he grew revenue by 300%, with strong EBITDA margins leading to
a profitable sale of Screenvision LLC to the Disney Family ‘s Shamrock PE fund in 2010. Mr. Kearney has since launched
the global news site Mail Online in the United States, then ran a Carlyle Group Portfolio Company as Executive Chairman and today is
the Chief Executive Officer of ICV’s portfolio company LeadingResponse. Mr Kearney holds or has held board positions on
companies in Rock Holdings Inc (NYSE:RKT) and Telenor ASA (NORWAY:TEL). He was a member of the investor group of MI Acquisitions, a
NASDAQ listed special purpose acquisition company (“SPAC”) that completed its initial business combination in 2018 to
become Priority Technology Holdings (NASDAQ: PRTH). Mr. Kearney was subsequently appointed board director and audit chair of
Priority Technology. Mr Kearney’s not for profit affiliations have included board positions at the British Academy of Film and
Television Arts (BAFTA) and the American Financial Education Alliance (AFEA) which is dedicated to improving the public’s
understanding of personal wealth management. Matthew has an MBA from London Business School, a BSc (Hons) in Aeronautical
Engineering from Manchester University, and C.Eng. (RAeS). He has dual U.S. and U.K. citizenship and lives in New York with his wife
and two children.
Young Cho, has served as our chief
financial officer (“CFO”) since our inception in February of 2021 and will become a member of our board of directors upon
the consummation of this offering. Mr. Cho has a diverse background with over 24 years of banking and startup experience. Most recently,
Mr. Cho is involved in the cryptocurrency industry as CFO of Hedera Hashgraph LLC a proof-of-stake public network powered by hashgraph
consensus. Prior to Hedera, Mr. Cho was chief investment officer of Abra, a digital consumer wallet where users can buy, sell, and earn
rewards on their cryptocurrency holdings. Prior to Abra, Mr. Cho was CFO of Celsius Network from April 2019 to January 2020 and CFO of
Alt Lending from January 2018 to April 2019, both companies involved in the lending of cryptocurrencies. Prior to that, Young held several
positions in investment banks. Mr..Cho was an Executive Director at UBS Private Finance from March 2010 to May 2012, responsible for
originating loans for M&A, capex, and working capital for medium sized private companies and for Ultra HNW clients. Prior to UBS,
Mr. Cho was co-founder and Managing Director at Newtonian Capital, a multi-strategy hedge fund focusing on event-driven strategies based
in Hong Kong. Prior to Newtonian, Mr. Cho was a Director at Citigroup Global Special Situations Group, where he invested Citigroup's
proprietary capital in the debt and equity of distressed corporates and special situation investments. Young started his career as an
analyst at Salomon Brothers Fixed Income Quantitative Research group. Young has a BS in Electrical Engineering from Cornell, a Masters
in Financial Engineering from Cornell, and a MPA in Economic Policy Management from Columbia.
Christina Favilla, will become a member
of our board of directors upon the consummation of this offering. Ms. Favilla is an independent board member for Priority Technology
Holdings and Citizens State Bank of Ouray Colorado, where she is a member of Audit and Compensation Committees and Chair of the Nominating
and Governance Committee. She is a director nominee for Opportunity Financial, LLC, a financial technology platform, following its proposed
business combination with FG New America Acquisition Corp., a special purpose acquisition company. As an advisor to accomplished Fintech
companies, in public and private markets, focused on the financial services and payments industry, Ms. Favilla joined Ocrolus, in September
2020, one of the fastest growing Fintech companies in the U.S., blending financial documentation and machine learning. Ms. Favilla from
July 2017 to September 2019 was the chief operating officer (“COO”) of Sterling National Bank and from February 2012 to June
2017, the COO of GE Capital North America, a financial segment of General Electric Company, representing $100 billion in served assets
across Canada, Mexico and the United States.
Ms. Favilla combined her people leadership
and process disciplines and regulatory background to safely process over 3 million financial transactions each year. Ms. Favilla led
a diverse team of 2,500 people across 33 locations and interacted with over 20,000 vendors. Ms. Favilla was a key member of the divestiture
team at GE, leading the separation activities of the largest corporate reorganization in US market history. Prior to joining GE Capital,
Ms. Favilla served as President of Bank of New Castle and President of Discover Bank, the banking arm of Discover Financial Services,
offering online banking, credit card and home loan services, from 2006 through 2012. As President of Discover Bank, Ms. Favilla deployed
the funding strategy to successfully launch the initial public offering of Discover Financial Services from Morgan Stanley. Ms. Favilla
is a former board member of the American Bankers Association Government Relations Committee and Banking Council in Washington DC. Ms.
Favilla’s community and not for profit engagements include chair of the Delaware Financial Literacy Institute, Delaware Chamber
of Congress, Delaware Bankers Association and Danbury Chamber of Congress. Ms. Favilla received her Bachelor’s degree in International
Studies from Marymount College and received a Master’s degree in Business Administration from Fordham University. We believe Ms.
Favilla is qualified to serve on our board based on her academic and practical experience in the areas of finance, compensation, and
corporate governance. We believe Ms. Favilla is qualified to serve on our board based on the breadth and depth of her business experience.
Otto Risbakk, will become a member
of our board of directors upon the consummation of this offering. Mr. Risbakk is a senior finance executive with more than 30 years
of global business experience from a broad range of strategic and operational management positions in leading global technology companies.
Mr.. Risbakk has been a senior executive at Telenor ASA, the $30B EV multinational telco since 2008. Currently Mr. Risbakk serves
as CFO of Telenor Denmark. Until 2019 Mr. Risbakk served as head of Group M&A where he executed more than 70 Mergers &
Acquisitions transactions worth more than $15 billion for the company keeping stakeholders committed and obtaining praise from investors.
Prior to Telenor Mr. Risbakk worked at Norsk Hydro, Norway as VP International Business Development, Oil & Gas VP Corporate
Mergers & Acquisitions and CFO of Hydro Automotive from 1998 to 2002. Mr. Risbakk has held CFO positions at Rieter Automotive, Italy
where he was CFO of Automotive Division & Fiat CBU and Co-head new European ERP & Business Model from 1995 to 1998.
Mr. Risbakk was CFO of Allied Signal Aftermarket Germany and held divisional CFO, Controller and Internal Audit positions at Sclumberger
Ltd Houston, Frankfurt and Budapest from 1989 to 1994. Mr. Risbakk has a Baccalaureat from the Lycee Corneille, France, and a degree
in Business Administration from the University of Fribourg, Switzerland. We believe Mr. Risbakk is qualified to serve on our board
based on his depth and breadth of finance experience.
Jeffery Bistrong, will become a member
of our board of directors upon the consummation of this offering. Mr. Bistrong is a partner and member of the investment committee
of middle market private equity firm HKW, Inc. since April 2020, where he primarily focuses on technology investments. Prior
to HKW, Jeff had a banking career for over 30 years, including from May 2002 to December 2019 with Harris Williams, an investment
bank specializing in M&A advisory services as Managing Director. Jeff joined Harris Williams when it was a small generalist firm
and helped grow it become a global M&A advisor and subsidiary of PNC Financial Services Group Inc. (NYSE:PNC). Jeff founded and led
the bank’s Technology, Media & Telecom Group operating across offices in Boston, San Francisco and London and personally
advised 100+ technology companies and private equity firms on M&A transactions. Earlier in his career, Jeff was an M&A banker
at BancBoston Robertson Stephens and predecessor entities from October 1989 to October 1999 and Tucker Anthony from November 1999
to December 2001. Jeff, is currently a director of government software and services company Civix and healthcare software company
Kumanu. Prior board experience includes HKSE-listed Mobile Telecom (Networks) Ltd. and nonprofit hospital group Northeast Health Systems.
Jeff holds a BA from Colby College and dual M.B.A./MA degrees from the University of Michigan and lives in Manchester-by-the-Sea, MA.
Executive Compensation
Pursuant to subscription agreements by and
between our directors and officers and the Company our directors and officers own founder shares in the following amounts: Mr. Kearney
owns 336,985 founder shares, Mr. Cho owns 101,095 founder shares, Ms. Favilla owns 19,167 founder shares, Mr. Risbakk
owns 19,167 founder shares and Mr. Bistrong owns 19,167 founder shares.
No compensation of any kind, including finders,
consulting or other similar fees, will be paid to any of our existing stockholders, including our directors, or any of their respective
affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such
individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying
potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket
expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee,
which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.
After our initial business combination, members
of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all
amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to our stockholders.
However, the amount of such compensation may not be known at the time of the stockholder meeting held to consider an initial business
combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this
event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K or a periodic
report, as required by the SEC.
Director Independence
Nasdaq requires that a majority of our board must be composed of “independent
directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other
individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s
exercise of independent judgment in carrying out the responsibilities of a director.
Upon the effective date of the registration statement
of which this prospectus forms a part, Ms. Favilla, Mr. Risbakk and Mr. Bistrong will be our independent directors.
Our independent directors will have regularly
scheduled meetings at which only independent directors are present.
Any affiliated transactions will be on terms that
our board believes are no less favorable to us than could be obtained from independent parties. Our board of directors will review and
approve all affiliated transactions with any interested director abstaining from such review and approval.
Audit Committee –
Prior to the consummation of this offering,
we will establish an audit committee of the board of directors, which will consist of Otto Risbakk, Christina Favilla and Jeffery Bistrong,
each of whom is an independent director under the Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.
Otto Risbakk will be the Chairperson of the audit committee. The audit committee’s duties, which are specified in our Audit Committee
Charter, include, but are not limited to:
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reviewing and discussing with management and the independent auditor the annual audited financial statements,
and recommending to the board whether the audited financial statements should be included in our Form 10-K;
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discussing with management and the independent auditor significant financial reporting issues and judgments
made in connection with the preparation of our financial statements;
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discussing with management major risk assessment and risk management policies;
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monitoring the independence of the independent auditor;
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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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reviewing and approving all related-party transactions;
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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 auditor,
including the fees and terms of the services to be performed;
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appointing or replacing the independent auditor;
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determining the compensation and oversight of the work of the independent auditor (including resolution
of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing
an audit report or related work;
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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;
and
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approving reimbursement of expenses incurred by our management team in identifying potential target businesses.
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Financial Experts on Audit Committee -
Pursuant to Nasdaq rules, the audit committee
will at all times be composed exclusively of “independent directors” who are able to read and understand fundamental financial
statements, including a company’s balance sheet, income statement and cash flow statement.
Each member of the audit committee is financially
literate and our board of directors has determined that Otto Risbakk, qualifies as an “audit committee financial expert,”
as defined under rules and regulations of the SEC, which generally is any person who has past employment experience in finance or
accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s
financial sophistication.
Nominating Committee -
Effective as of the date of this prospectus,
we will establish a nominating committee of the board of directors, which will consist of Ms. Favilla, Mr. Risbakk and Mr. Bistrong,
each of whom is an independent director under the Nasdaq listing standards. Jeffery Bistrong will be the Chairperson of the nominating
committee. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors.
The nominating committee considers persons identified by its members, management, stockholders, investment bankers and others.
Guidelines for Selecting Director Nominees
The guidelines for selecting nominees, which are
specified in the Nominating Committee Charter, generally provide that persons to be nominated:
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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 stockholders.
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The nominating committee will consider a number
of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s
candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial
or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and
makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees
recommended by stockholders and other persons.
Compensation Committee -
Effective as of the date of this prospectus, we
will establish a compensation committee of the board of directors, which will consist of Messrs. Ms. Favilla, Mr. Risbakk
and Mr. Bistrong each of whom is an independent director under the Nasdaq listing standards. Chris Favella will be the Chairperson
of the compensation committee. The compensation committee’s duties, which are specified in our Compensation Committee Charter, include,
but are not limited to:
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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’s based on such evaluation;
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reviewing and approving the compensation of all of our other executive officers;
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reviewing our executive compensation policies and plans;
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implementing and administering our incentive compensation equity-based remuneration plans;
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assisting management in complying with our proxy statement and annual report disclosure requirements;
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approving all special perquisites, special cash payments and other special compensation and benefit arrangements
for our executive officers and employees;
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if required, producing a report on executive compensation to be included in our annual proxy statement;
and
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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
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Notwithstanding the foregoing, as
indicated above, other than the payment of $10,000 per month to an affiliate of our sponsor for office space and secretarial,
administrative and other services, no compensation of any kind, including finders, consulting or other similar fees, will be paid to
any of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they
render in order to effectuate, the consummation of a business combination. Accordingly, it is likely that prior to the consummation
of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any
compensation arrangements to be entered into in connection with such initial business combination.
Compensation Committee Interlocks and Insider Participation
None of our officers currently serves, or in the past year has served,
as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.
Code of Ethics
Effective upon consummation of this offering,
we will adopt a code of ethics that applies to all of our executive officers, directors and employees. The code of ethics codifies the
business and ethical principles that govern all aspects of our business.
Conflicts of Interest
Potential investors should be aware of the following
potential conflicts of interest:
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None of our officers and directors is required to commit their full time to our affairs and, accordingly,
they may have conflicts of interest in allocating their time among various business activities.
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In the course of their other business activities, our officers and directors may become aware of investment
and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are
affiliated. Our management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining
to which entity a particular business opportunity should be presented, any pre-existing fiduciary obligation will be presented the opportunity
before we are presented with it.
|
|
|
·
|
Our officers and directors may in the future become affiliated with entities, including other blank check
companies, engaged in business activities similar to those intended to be conducted by our company.
|
|
|
·
|
The insider shares owned by our officers and directors will be released from escrow only if a business
combination is successfully completed and subject to certain other limitations. Additionally, our officers and directors will not receive
distributions from the trust account with respect to any of their insider shares if we do not complete a business combination. In addition,
our officers and directors may loan funds to us after this offering and may be owed reimbursement for expenses incurred in connection
with certain activities on our behalf which would only be repaid if we complete an initial business combination. For the foregoing reasons,
the personal and financial interests of our directors and executive officers may influence their motivation in identifying and selecting
a target business, completing a business combination in a timely manner and securing the release of their shares.
|
In general, officers and directors of a corporation
incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:
|
|
·
|
the corporation could financially undertake the opportunity;
|
|
|
·
|
the opportunity is within the corporation’s line of business; and
|
|
|
·
|
it would not be fair to the corporation and its stockholders for the opportunity not to be brought to
the attention of the corporation.
|
Accordingly, as a result of multiple business
affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the
above-listed criteria to multiple entities. Furthermore, our amended and restated certificate of incorporation provides that the doctrine
of corporate opportunity will not apply with respect to any of our officers or directors in circumstances where the application of the
doctrine would conflict with any fiduciary duties or contractual obligations they may have. In order to minimize potential conflicts
of interest which may arise from multiple affiliations, our officers and directors (other than our independent directors) have agreed
to present to us for our consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire a target
business, until the earlier of: (i) our consummation of an initial business combination and (ii) 18 months from the date of
this prospectus. This agreement is, however, subject to any pre-existing fiduciary and contractual obligations such officer or director
may from time to time have to another entity. Accordingly, if any of them becomes aware of a business combination opportunity which is
suitable for an entity to which he or she has pre-existing 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 only present it to us if such entity
rejects the opportunity. We do not believe, however, that the pre-existing fiduciary duties or contractual obligations of our officers
and directors will materially undermine our ability to complete our business combination because in most cases the affiliated companies
are closely held entities controlled by the officer or director or the nature of the affiliated company’s business is such that
it is unlikely that a conflict will arise.
The following table summarizes the other relevant
pre-existing fiduciary or contractual obligations of our officers and directors:
|
Name of Individual
|
|
Name of
Affiliated Company
|
|
Industry
of Affiliated
Company
|
|
Affiliation
|
|
Matthew Kearney
|
|
LeadingResponse LLC
Rockbridge Growth Equity
Priority Technology Holdings Inc
American Financial Education Alliance (AFEA)
|
|
Marketing Services
Private
Equity Investment
Merchant payments processor
Not-for-profit wealth management education organization.
|
|
CEO
Portfolio chairman
and board member
Board advisor
Board member
|
|
Young Cho
|
|
Hedera Hashgraph LLC
|
|
Proof-of- Stake Public Network
|
|
Chief Financial Officer
|
|
Christina Favilla
|
|
Priority Technology Holdings (PRTH)
Citizens
State Bank of Ouray Colorado
Banq.com
Opportunity Financial, LLC
|
|
Payment Services Company
Community Bank
Online Banking Software
Consumer Lender
|
|
Independent Director
Independent
Director
Independent Director
Independent Director
|
|
Otto Risbakk
|
|
Telenor Denmark AS
MVNO Systems AS
Tn Finance AS
|
|
Telecom Services
Telecom
Services
Telecom Services
|
|
Chief Financial Officer
Chairman of the Board
Chairman of the Board
|
|
Jeff Bistrong
|
|
HKW, Inc.
Kumanu, Inc.
GCR Inc. (Civix)
|
|
Private Equity Investment
Healthcare SaaS provider
Government software and service provider
|
|
Partner
Board member
Board member
|
In connection with the vote required for any business
combination, all of our existing stockholders, including all of our officers and directors, have agreed to vote their respective insider
shares in favor of any proposed business combination. In addition, they have agreed to waive their respective rights to participate in
any liquidation distribution with respect to those shares of common stock acquired by them prior to this offering. If they purchase shares
of common stock in this offering or in the open market, however, they would be entitled to participate in any liquidation distribution
in respect of such shares but have agreed not to convert such shares (or sell their shares in any tender offer) in connection with the
consummation of our initial business combination or an amendment to our amended and restated certificate of incorporation relating to
pre-business combination activity.
All ongoing and future transactions between us
and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than
are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of
our uninterested “independent” directors, or the members of our board who do not have an interest in the transaction, in either
case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless
our audit committee and a majority of our disinterested “independent” directors determine that the terms of such transaction
are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.
To further minimize conflicts of interest, we have agreed not
to consummate our initial business combination with an entity that is affiliated with any of our officers, directors or initial stockholders,
unless we have obtained (i) an opinion from an independent investment banking firm that the business combination is fair to our
unaffiliated stockholders from a financial point of view and (ii) the approval of a majority of our disinterested and independent
directors (if we have any at that time). Furthermore, in no event will any of our initial stockholders, officers, directors, special
advisors or their respective affiliates be paid any finder’s fee, consulting fee or other similar compensation prior to, or for
any services they render in order to effectuate, the consummation of our initial business combination.
PRINCIPAL STOCKHOLDERS
The following table sets forth information regarding
the beneficial ownership of our shares of common stock as of the date of this prospectus and as adjusted to reflect the sale of our shares
of common stock included in the units offered by this prospectus (assuming none of the individuals listed purchase units in this offering),
by:
|
|
·
|
each person known by us to be the beneficial owner of more than 5% of our issued and outstanding shares
of common stock;
|
|
|
·
|
each of our officers and directors; and
|
|
|
·
|
all of our officers and directors as a group.
|
Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially
owned by them. The following table does not reflect record of beneficial ownership of any shares of common stock issuable upon exercise
of the warrants, as the warrants are not exercisable within 60 days of the date of this prospectus.
The following table presents
the number of shares and percentage of our common stock beneficially owned as of the filing date, before and after this offering, by each
person, or group of persons, known to us who beneficially owns more than 5% of our capital stock, each named executive officer, each of
our directors and all directors and executive officers as a group. The “After-Offering” numbers and percentages presented
assume that the underwriters do not exercise their over-allotment option, that 562,500 founder shares are forfeited, and that there are
19,001,200 shares of our common stock issued and outstanding after this offering, consisting of (i) 15,000,000 shares of our common
stock, (ii) 3,750,000 founder shares which includes 1,100,000 representative shares, issued and outstanding after this offering and
(iii) 251,200 common shares underlying the private placement units.
|
|
|
Prior
to Offering
|
|
|
After
Offering(2)
|
|
|
Name and
Address of Beneficial Owner(1)
|
|
Amount
and
Nature of
Beneficial
Ownership
|
|
|
Approximate
Percentage
of
Outstanding
Shares of
Common
Stock
|
|
|
Amount
and
Nature of
Beneficial
Ownership
|
|
|
Approximate
Percentage of
Outstanding
Shares of
Common Stock
|
|
|
DC Rainier SPV
LLC (Our Sponsor)(3)
|
|
|
2,551,919
|
|
|
|
59.17
|
%
|
|
|
2,457,260
|
|
|
|
12.93
|
%
|
|
A.G.P.
Alliance Global Partners 590 Madison Avenue, 28th Floor New York, NY 10022(4)
|
|
|
1,265,000
|
|
|
|
29.33
|
%
|
|
|
1,100,000
|
|
|
|
5.79
|
%
|
|
Matthew Kearney
|
|
|
336,985
|
|
|
|
7.81
|
%
|
|
|
303,030
|
|
|
|
1.59
|
%
|
|
Young Cho
|
|
|
101,095
|
|
|
|
2.34
|
%
|
|
|
90,909
|
|
|
|
|
*
|
|
Christina Favilla
|
|
|
19,167
|
|
|
|
*
|
|
|
|
16,667
|
|
|
|
|
*
|
|
Otto Bisbakk
|
|
|
19,167
|
|
|
|
*
|
|
|
|
16,667
|
|
|
|
|
*
|
|
Jeffery Bistrong
|
|
|
19,167
|
|
|
|
*
|
|
|
|
16,667
|
|
|
|
|
*
|
|
All
directors and executive officers as a group (5 individuals)
|
|
|
495,581
|
|
|
|
11.50
|
%
|
|
|
443,940
|
|
|
|
2.34
|
%
|
|
|
(1)
|
Unless otherwise indicated, the business address of each of the individuals is c/o Mountain Rainer Acquisition
Corp. 256 W. 38th Street, 15th Floor, New York, NY 10018
|
|
|
(2)
|
Assumes no exercise of the over-allotment option and, therefore, an aggregate of 562,500 shares of common
stock held by our initial stockholders are forfeited.
|
|
(3)
|
Dominion Capital LLC is the manager of our sponsor, DC Rainier SPV
LLC. Dominion Capital Holdings LLC is the manager of Dominion Capital LLC. Mikhail and Gennadiy Gurevich are managing
members of Dominion Capital Holdings LLC and as such have voting and investment control over the investments held by DC Rainier SPV
LLC. The business address of DC Rainier SPV LLC is 256 W. 38th Street, 15th Floor, New York, NY 10018.
|
|
(4)
|
Individuals who have shared voting and investor control over
these shares are Raffaele Gambardella, A.G.P.'s Chief Financial Officer/Chief Risk Offer, Craig E. Klein, A.G.P.'s Chief Financial Officer/Principal
Financial Officer, Phillip W. Michals, A.G.P.'s Chief Executive Officer, John J. Venezia, A.G.P.'s Chief Compliance Officer, and David
A. Bocchi, Trustee of the David Bocchi Family Trust, which is an indirect owner of A.G.P., each of whom disclaims any beneficial ownership
of such shares except to the extent of his pecuniary interest.
|
Immediately after this offering, our initial
stockholders (including the holders of the representative shares) will beneficially own 20% of the then issued and outstanding shares
of common stock (assuming none of them purchase any units offered by this prospectus) and excluding the holders. None of our initial
stockholders, officers and directors has indicated to us that he intends to purchase securities in this offering. Because of the ownership
block held by our initial stockholders, such individuals may be able to effectively exercise control over all matters requiring approval
by our stockholders, including the election of directors and approval of significant corporate transactions other than approval of our
initial business combination.
If the underwriters do not exercise all or
a portion of the over-allotment option, our sponsor will forfeit up to 397,500 founder shares and the representative will forfeit up
165,000 founder shares only to the extent necessary to maintain our initial stockholders’ collective 20% ownership interest in
our shares of common stock after giving effect to the offering and the exercise, if any, of the underwriters’ over-allotment option.
All of the insider shares issued and outstanding
prior to the date of this prospectus will be placed in escrow with American Stock Transfer & Trust Company, LLC, as escrow agent,
until the earlier of: (A) one year after the date of the consummation of our initial business combination or (B) the date on
which we complete a liquidation, merger, stock exchange or other similar transaction after an initial business combination that results
in all of the Company’s public stockholders having the right to exchange their shares of common stock for cash, securities or other
properties. Notwithstanding the foregoing, all of the founder shares will be released from the escrow account if (1) the last reported
sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations
and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business
combination or (2) if we complete a transaction after our initial business combination which results in all of our stockholders
having the right to exchange their shares for cash, securities or other property. During the escrow period, the holders of these shares
will not be able to sell or transfer their securities except (1) to any persons (including their affiliates and stockholders) participating
in the private placement of the private placement units, officers, directors, stockholders, employees and members of our sponsor and
its affiliates, (2) amongst initial stockholders or their respective affiliates, or to the Company’s officers, directors,
advisors and employees, (3) if a holder is an entity, as a distribution to its, partners, stockholders or members upon its liquidation,
(4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or
a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution
upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in
connection with purchases of our securities, (8) by private sales at prices no greater than the price at which the shares were originally
purchased or (9) for the cancellation of up to shares of common stock subject to forfeiture to the extent that the underwriters’
over-allotment is not exercised in full or in part or in connection with the consummation of our initial business combination, in each
case (except for clause 9 or with our prior consent) where the transferee agrees to the terms of the escrow agreement and the insider
letter. During the escrow period, the holders of these shares will not be able to sell or transfer their securities except (i) for
transfers to our officers, directors or their respective affiliates (including for transfers to an entity’s members upon its liquidation),
(ii) to relatives and trusts for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death,
(iv) pursuant to a qualified domestic relations order, (v) by certain pledges to secure obligations incurred in connection
with purchases of our securities, (vi) by private sales made at or prior to the consummation of a business combination at prices
no greater than the price at which the shares were originally purchased or (vii) to us for no value for cancellation in connection
with the consummation of our initial business combination, in each case (except for clause (vii)) where the transferee agrees to the
terms of the escrow agreement, but will retain all other rights as our stockholders, including, without limitation, the right to vote
their shares of common stock and the right to receive cash dividends, if declared. If dividends are declared and payable in shares of
common stock, such dividends will also be placed in escrow. If we are unable to effect a business combination and liquidate the trust
account, none of our initial stockholders will receive any portion of the liquidation proceeds with respect to their insider shares.
DC Rainer SPV LLC, our sponsor, our CEO and
our CFO have committed to purchase from us an aggregate of 251,200 private placement units, or at $10.00 per private placement unit (for
a total purchase price of $251,200,000). These purchases will take place on a private placement basis simultaneously with the consummation
of this offering. If we do not complete our initial business combination within 18 months from the closing of this offering, the proceeds
from the sale of the private placement units will be included in the liquidating distribution to the holders of our public shares. The
private placement units are identical to the units sold as part of the public units in this offering. The holders have agreed not to
transfer, assign or sell any of the private placement units until 30 days after the completion of our initial business combination.
DC Rainier SPV LLC is our “promoter,”
as that term is defined under the Federal securities laws.
RELATED PARTY TRANSACTIONS
On March 26, 2021, our sponsor, along with
certain of our directors and officers and the representative of the underwriters purchased 4,312,500 of our common shares for an aggregate
purchase price of $25,000, which includes 1,265,000 representative shares issued to A.G.P. and which serve as part of the underwriting
compensation for this offering. Such shares include an aggregate of up to 562,500 shares that are subject to forfeiture to the extent
that the over-allotment option is not exercised in full or in part so that our initial stockholders (including the representative) will
collectively own 20% of our issued and outstanding shares after this offering.The holders of the
representative shares have agreed (A) to vote the representative shares in favor of any proposed business combination, (B) not
to convert representative shares in connection with a stockholder vote to approve a proposed initial business combination or sell the
representative shares to us in a tender offer in connection with a proposed initial business combination and (C) that the representative
shares will not participate in any liquidating distributions from our trust account upon winding up if a business combination is not
consummated. A.G.P. is acting as representative of the underwriters in this offering and will be paid underwriting commissions
equal to 0.33% of the gross proceeds of this offering. We have engaged A.G.P. as an advisor in connection with our business combination
to assist us in holding meetings with our stockholders to discuss the potential business combination and the target business’ attributes,
introduce us to potential investors that are interested in purchasing our securities in connection with our initial business combination,
assist us in obtaining stockholder approval for the business combination and assist us with our press releases and public filings in
connection with the business combination. We will pay A.G.P. a cash fee for such services upon the consummation of our initial business
combination in an amount equal to 4.0% of the gross proceeds of this offering (exclusive of any applicable finders’ fees which
might become payable).Our Sponsor, CEO and CFO have agreed to purchase 251,200 units, at $10.00 per unit (for a total purchase price
of $2,512,000) on a private placement basis simultaneously with the consummation of this offering (the “private placement units”).
The private placement units are identical to the units sold in this offering. There will be no underwriting fees or commissions with
respect to the private placement units.
The proceeds from the private placement of the
private placement units will be added to the proceeds of this offering and placed in a trust account in the United States maintained by
American Stock Transfer & Trust Company, LLC, as trustee. If we do not complete our initial business combination within 18 months,
our sponsor will waive any and all rights and claims to any proceeds and interest thereon in respect to the private placement units and
the proceeds from the sale of the private placement units will be included in the liquidating distribution to the holders of our public
shares.
The private placement units are identical
to the units sold to the public in this offering. The holders have agreed not to transfer, assign or sell any of the private placement
units until 30 days after the completion of our initial business combination.
Prior to the commencement of this offering,
certain our Sponsor, CEO and CFO agreed to loan us up to $975,000 to be used for a portion of the expenses of this offering. As of June
30, 2021, there was $975,000 outstanding under such promissory notes. Our sponsor, CEO and CFO have agreed to apply all of the repayment
proceeds from the repayment of the notes to them to the pro rata portion of the private placement units our sponsor, CEO and CFO have
committed to purchase.
The holders of our insider shares issued and outstanding
on the date of this prospectus, as well as the holders of the private placement units (and all underlying securities) and the representative
shares and will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this offering.
The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of
the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date
on which these shares of common stock are to be released from escrow. The holders of a majority of the private units can elect to exercise
these registration rights at any time after we consummate a business combination. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our consummation of a business combination. We will bear
the expenses incurred in connection with the filing of any such registration statements.
We have agreed to pay an affiliate of our
sponsor a total of $10,000 per month for office space, and secretarial, administrative and other services payable commencing on the
date that the securities are first listed on the Nasdaq. Payment of these fees will be deferred until consummation of our initial
business combination. The monthly fees will cease upon completion of our initial business combination or liquidation.
We will reimburse our officers and directors for
any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying
and investigating possible target businesses and business combinations. There is no limit on the amount of out-of-pocket expenses reimbursable
by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest
income earned on the amounts held in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business
combination. Our audit committee will review and approve all reimbursements and payments made to any initial stockholder or member of
our management team, or our or their respective affiliates, and any reimbursements and payments made to members of our audit committee
will be reviewed and approved by our Board of Directors, with any interested director abstaining from such review and approval.
No compensation or fees of any kind, including
finder’s fees, consulting fees or other similar compensation, will be paid to any of our initial stockholders, officers or directors
who owned our shares of common stock prior to this offering, or to any of their respective affiliates, prior to or with respect to the
business combination (regardless of the type of transaction that it is).
All ongoing and future transactions between us
and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than
are available from unaffiliated third parties. Such transactions, including the payment of any compensation, will require prior approval
by a majority of our uninterested “independent” directors (to the extent we have any) or the members of our board who do not
have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We
will not enter into any such transaction unless our disinterested “independent” directors (or, if there are no “independent”
directors, our disinterested directors) determine that the terms of such transaction are no less favorable to us than those that would
be available to us with respect to such a transaction from unaffiliated third parties.
Related Party Policy
Our code of ethics, which we will adopt upon consummation
of this offering, will require us to avoid, wherever possible, all related party transactions that could result in actual or potential
conflicts of interests, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions
are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar
year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election
as a director, (b) greater than 5% beneficial owner of our common stock, or (c) immediate family member, of the persons referred
to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director
or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has
interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a
person, or a member of his or her family, receives improper personal benefits as a result of his or her position.
Our audit committee, pursuant to its written charter,
will be responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. All ongoing
and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us
to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our
audit committee and a majority of our uninterested “independent” directors, or the members of our board who do not have an
interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not
enter into any such transaction unless our audit committee and a majority of our disinterested “independent” directors determine
that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction
from unaffiliated third parties. Additionally, we require each of our directors and executive officers to complete a directors’
and officers’ questionnaire that elicits information about related party transactions.
These procedures are intended to determine whether
any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director,
employee or officer.
To further minimize potential conflicts of interest, we have agreed
not to consummate a business combination with an entity which is affiliated with any of our initial stockholders unless we obtain an
opinion from an independent investment banking firm that the business combination is fair to our unaffiliated stockholders from a financial
point of view. Furthermore, in no event will any of our existing officers, directors or initial stockholders, or any entity with which
they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in
order to effectuate, the consummation of a business combination.
DESCRIPTION OF SECURITIES
General
Currently our certificate of incorporation
authorizes 10,000,000 issued and outstanding shares of common stock, $0.0001 par value. As of the effective date of the registration
statement of which this prospectus forms a part, our amended and restated certificate of incorporation will authorize the issuance of
50,000,000 shares of common stock, par value $0.0001. As of the date of this prospectus, 4,312,500 shares of common stock are issued
and outstanding, held by our sponsor, our directors, our CEO, CFO and the representative of the underwriters for this offering, 562,500
of which are subject to forfeiture if the underwriters do not exercise their over-allotment option. No preferred shares are issued or
outstanding. The following description summarizes all of the material terms of our securities. Because it is only a summary, it may not
contain all the information that is important to you. For a complete description you should refer to our certificate of incorporation
and bylaws, which are filed as exhibits to the registration statement of which this prospectus is a part.
Units
Each unit consists of one share of common
stock and one warrant. Each warrant entitles the holder thereof to purchase one-half (½) of a share of common stock at a price
of $11.50 per whole share, subject to adjustment as described in this prospectus. Each warrant will become exercisable on the later of
one year after the closing of this offering or 30 days after the completion of an initial business combination, and will expire
five years after the completion of an initial business combination, or earlier upon redemption. Pursuant to the warrant agreement, a
warrantholder may exercise its warrants only for a whole number of shares. This means that only an even number of public warrants may
be exercised at any given time by a warrantholder. For example, if a warrant holder holds one public warrant to purchase one-half (½)
of one share, such warrant shall not be exercisable. If a warrantholder holds two public warrants, such public warrants will be exercisable
for one share.
The shares of common stock and warrants comprising
the units will not be separately traded until 90 days after the effective date of this prospectus unless A.G.P. informs us of its decision
to allow earlier separate trading, but in no event will the shares of common stock 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. We will file a Current Report on Form 8-K which includes this audited balance sheet upon the consummation of this
offering, which is anticipated to take place three business days after the date of this prospectus. The audited balance sheet will include
proceeds we received from the exercise of the over-allotment option if such option is exercised prior to the filing of the Current Report
on Form 8-K. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on
Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the
exercise of the underwriters’ over-allotment option.
Common Stock
Our holders of record of our common stock are
entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to approve our
initial business combination, our insiders, officers and directors, have agreed to vote their respective shares of common stock owned
by them immediately prior to this offering, including both the insider shares and any shares acquired in this offering or following this
offering in the open market, in favor of the proposed business combination.
We will consummate our initial business combination
only if public stockholders do not exercise conversion rights in an amount that would cause our net tangible assets to be less than $5,000,001
and a majority of the outstanding shares of common stock voted are voted in favor of the business combination.
Pursuant to our amended and restated
certificate of incorporation, if we do not consummate our initial business combination within 18 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 five business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if
any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and
(iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. Our insiders have agreed to waive their rights to share in any distribution with respect to their insider shares.
Our stockholders have no conversion, preemptive
or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock, except that
public stockholders have the right to sell their shares to us in any tender offer or have their shares of common stock converted to cash
equal to their pro rata share of the trust account if they vote on the proposed business combination and the business combination is completed.
If we hold a stockholder vote to amend any provisions
of our certificate of incorporation relating to stockholder’s rights or pre-business combination activity (including the substance
or timing within which we have to complete a business combination), we will provide our public stockholders with the opportunity to redeem
their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to
us to pay our franchise and income taxes, divided by the number of then outstanding public shares, in connection with any such vote. In
either of such events, converting stockholders would be paid their pro rata portion of the trust account promptly following consummation
of the business combination or the approval of the amendment to the certificate of incorporation. If the business combination is not consummated
or the amendment is not approved, stockholders will not be paid such amounts.
Warrants
No warrants are currently outstanding. Each
warrant will entitle the registered holder to purchase one-half (1/2) of a share of common stock at a price of $11.50 per whole share,
subject to adjustment as discussed below, upon the later of: (i) one year after the date that the registration statement for the
offering (the “Registration Statement”) is declared effective by the SEC; and (ii) 30 days following the consummation
by us of a business combination and terminating on the five-year anniversary of the completion of the business combination.
Pursuant to the warrant agreement, a warrantholder
may exercise its warrants only for a whole number of shares. This means that only an even number of warrants may be exercised at any
given time by a warrantholder. However, no warrants will be exercisable for cash unless we have an effective and current registration
statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares
of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise
of the warrants is not effective within 120 days from the closing of our initial business combination, warrant holders may, until such
time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration
statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The warrants
will expire five years from the closing of our initial business combination at 5:00 p.m., New York City time.
We may call the outstanding warrants for redemption
(including any warrants already issued upon exercise of the unit purchase option), in whole and not in part, at a price of $0.01 per warrant:
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at any time while the warrants are exercisable,
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upon not less than 30 days’ prior written notice of redemption to each warrant holder,
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if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per
share, for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to warrant
holders, and
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if, and only if, there is a current registration statement in effect with respect to the shares of common
stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each
day thereafter until the date of redemption.
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The right to exercise will be forfeited unless
the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder
of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such
warrant.
The redemption criteria for our warrants have
been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide
a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as
a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.
If we call the warrants for redemption as described
above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.”
In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to
the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by
the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair
market value. The “fair market value” shall mean the average reported last sale price of our common stock for the 20 trading
days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether we
will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety
of factors including the price of our common shares at the time the warrants are called for redemption, our cash needs at such time and
concerns regarding dilutive share issuances.
The warrants will be issued in registered form
under a warrant agreement between American Stock Transfer & Trust Company, LLC, as warrant agent, and us. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective
provision, but requires the approval, by written consent or vote, of the holders of a majority of the then outstanding warrants in order
to make any change that adversely affects the interests of the registered holders.
The exercise price and number of shares of common
stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary
dividend or our recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be
adjusted for issuances of shares of common stock at a price below their respective exercise prices.
If (x) we issue additional shares of
common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination
at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price
to be determined in good faith by our board of directors, and in the case of any such issuance to our sponsor, initial stockholders or
their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate
gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding
of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the
Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115%
of the greater of (i) the Market Value or (ii) the price at which we issue the additional shares of common stock or equity-linked
securities and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180%
of the Market Value. The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the
offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated,
accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being
exercised. The warrant holders do not have the rights or privileges of holders of shares of common stock and any voting rights until
they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants,
each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
Except as described above, no warrants will
be exercisable for cash and we will not be obligated to issue shares of common stock unless at the time a holder seeks to exercise such
warrant, a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current and the shares of common
stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the
warrants. Under the terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions and to maintain a
current prospectus relating to the shares of common stock issuable upon exercise of the warrants until the expiration of the warrants.
However, we cannot assure you that we will be able to do so and, if we do not maintain a current prospectus relating to the shares of
common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and we will not be required to
settle any such warrant exercise. If the prospectus relating to the shares of common stock issuable upon the exercise of the warrants
is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the
warrants reside, we will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the
market for the warrants may be limited and the warrants may expire worthless.
Warrant holders may elect to be subject to a restriction
on the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants to the extent that,
after giving effect to such exercise, such holder would beneficially own in excess of 9.9% of the shares of common stock outstanding.
No fractional shares will be issued upon exercise
of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon
exercise, round down to the nearest whole number of shares of common stock 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. We note that there is uncertainty as to
whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules
and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
Dividends
We have not paid any cash dividends on our shares
of common stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition
subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the
discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use
in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future.
Our Transfer Agent and Warrant Agent
The transfer agent for our shares of common stock
and warrant agent for our warrants is American Stock Transfer & Trust Company, LLC, 6201 15th Avenue | Brooklyn, NY 11219.
Certain Anti-Takeover Provisions of Delaware Law and our Amended
and Restated Certificate of Incorporation and Bylaws
We will be subject to the provisions of Section 203
of the DGCL regulating corporate takeovers upon completion of this offering. This statute prevents certain Delaware corporations, under
certain circumstances, from engaging in a “business combination” with:
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a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);
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an affiliate of an interested stockholder; or
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an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.
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A “business combination” includes a
merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:
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our board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date
of the transaction;
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after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned
at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock;
or
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on or subsequent to the date of the transaction, the initial business combination is approved by our board of directors and authorized
at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting
stock not owned by the interested stockholder.
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Our authorized but unissued
common stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes,
including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued
and unreserved common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest,
tender offer, merger or otherwise.
Special meeting of stockholders
Our bylaws provide that special meetings of our
stockholders may be called by resolution of the Board of Directors, or by the Chief Executive Officer, or by the holders of not less than
one-quarter of all of the shares entitled to vote at the meeting.
Advance notice requirements for stockholder
proposals and director nominations
Our bylaws will provide that stockholders seeking
to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting
of stockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be delivered
to our principal executive offices not later than the close of business on the 90th day nor earlier than the opening of business on the
120th day prior to the scheduled date of the annual meeting of stockholders. Our bylaws also specify certain requirements as to the form
and content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting
of stockholders or from making nominations for directors at our annual meeting of stockholders
Authorized but unissued shares
Our authorized but unissued common stock are
available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future
offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved
common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer,
merger or otherwise.
Exclusive forum for certain lawsuits
Our amended and restated certificate of incorporation
will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware
shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative action or proceeding brought
on behalf of our company, (2) action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent
of our company to our company or our stockholders, or any claim for aiding and abetting any such alleged breach, (3) action asserting
a claim against our company or any director or officer of our company arising pursuant to any provision of the DGCL or our amended and
restated certificate of incorporation or our bylaws, or (4) action asserting a claim against us or any director or officer of our
company governed by the internal affairs doctrine except for, as to each of (1) through (4) above, any claim (A) as to
which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and
the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination),
(B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) arising under
the federal securities laws, including the Securities Act as to which the Court of Chancery and the federal district court for the District
of Delaware shall concurrently be the sole and exclusive forums. Notwithstanding the foregoing, the inclusion of such provision in our
amended and restated certificate of incorporation will not be deemed to be a waiver by our stockholders of our obligation to comply with
federal securities laws, rules and regulations, and 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
shall be the sole and exclusive forum. Although we believe this provision benefits us by providing increased consistency in the application
of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors
and officers. Furthermore, the enforceability of choice of forum provisions in other companies’ certificates of incorporation has
been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.
SECURITIES ELIGIBLE FOR FUTURE SALE
Upon the closing of this offering, 19,001,200
shares of our common stock will be outstanding (assuming no exercise of the underwriters’ over-allotment option and the corresponding
forfeiture of 562,500 founder shares by our founders), including 15,000,000 shares of our common stock underlying the units offered in
this offering, including 251,200 shares including in the private placement units and 3,750,000 founder shares. Of these shares, the 15,000,000
shares sold in this offering, or 17,250,000 shares if the over-allotment option is exercised in full, will be freely tradable without
restriction or further registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning
of Rule 144 under the Securities Act. All of the remaining shares are restricted securities under Rule 144, in that they were
issued in private transactions not involving a public offering. All of those shares will not be transferable except in limited circumstances
described elsewhere in this prospectus.
Rule 144
A person who has beneficially owned restricted
shares of common stock or warrants for at least six months would be entitled to sell their securities provided that (i) such person
is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we
are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Persons who have beneficially
owned restricted shares of common stock for at least six months but who are our affiliates at the time of, or any time during the three
months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month
period a number of shares that does not exceed the greater of either of the following:
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1% of the number of shares of common stock then issued and outstanding, which will equal 150,000 shares
immediately after this offering (or 172,500 if the over-allotment option is exercised in full); and
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The average weekly trading volume of the shares of common stock during the four calendar weeks preceding
the filing of a notice on Form 144 with respect to the sale.
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Sales under Rule 144 are also limited by
manner of sale provisions and notice requirements and to the availability of current public information about us.
Restrictions on the Use of Rule 144 by
Shell Companies or Former Shell Companies
Historically, the SEC staff had taken the position
that Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, blank check
companies, like us. The SEC has codified and expanded this position in the amendments discussed above by prohibiting the use of Rule 144
for resale of securities issued by any shell companies (other than business combination related shell companies) or any issuer that has
been at any time previously a shell company. The SEC has provided an important exception to this prohibition, however, if the following
conditions are met:
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the issuer of the securities that was formerly a shell company has ceased to be a shell company;
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the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act;
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the issuer of the securities has filed all Exchange Act reports and material required to be filed, as
applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other
than Form 8-K reports; and
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at least one year has elapsed from the time that the issuer filed current Form 10 type information
with the SEC reflecting its status as an entity that is not a shell company.
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As a result, it is likely that pursuant to Rule 144,
our initial stockholders will be able to sell their insider shares freely without registration one year after we have completed our initial
business combination assuming they are not an affiliate of ours at that time.
Registration Rights
The holders of our insider shares issued and outstanding
on the date of this prospectus, as well as the holders of the private placement units (and underlying securities) and the representative
shares will be entitled to customary registration rights pursuant to an agreement to be signed prior to or on the effective date of this
offering. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders
of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the
date on which these shares of common stock are to be released from escrow. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our consummation of a business combination. We will bear
the expenses incurred in connection with the filing of any such registration statements.
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion summarizes certain U.S. federal income tax
considerations generally applicable to the acquisition, ownership and disposition of our units, shares of common stock and warrants, which
we refer to collectively as our securities, that are purchased in this offering by U.S. Holders (as defined below) and Non-U.S. Holders
(as defined below). Because the components of a unit are generally separable at the option of the holder, the holder of a unit generally
should be treated, for U.S. federal income tax purposes, as the owner of the underlying share of our common stock and the one warrant
component of the unit. As a result, the discussion below with respect to actual holders of shares of our common stock and warrants should
also apply to holders of units (as the deemed owners of the underlying common stock 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 capital assets within the meaning of Section 1221(a) of the U.S. Internal Revenue
Code of 1986, as amended (the “Code”) (generally, property held for investment). This discussion assumes that the shares of
our common stock and warrants will trade separately and that any distributions made (or deemed made) by us on the shares of our common
stock and any consideration received (or deemed received) by a holder in consideration for the sale or other disposition of our securities
will be in U.S. dollars. This discussion is a summary only and does not consider all aspects of U.S. federal income taxation that may
be relevant to the acquisition, ownership and disposition of a unit by a prospective investor in light of its particular circumstances
or that is subject to special rules under the U.S. federal income tax laws, including, but not limited to:
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our sponsor, officers, directors or other holders of our founder shares or private units;
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banks and other financial institutions or financial services entities;
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retirement plans, individual retirement accounts or other tax-deferred accounts;
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taxpayers that are subject to the mark-to-market tax accounting rules;
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S-corporations, partnerships or other flow-through entities and investors therein;
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governments or agencies or instrumentalities thereof;
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regulated investment companies;
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real estate investment trusts;
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foreign investment companies;
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controlled foreign corporations;
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qualified foreign pension funds;
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expatriates or former long-term residents of the United States;
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persons that actually or constructively own five percent or more of our voting shares;
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persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive
plans or otherwise as compensation or in connection with services;
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persons required for U.S. federal income tax purposes to conform the timing of income accruals to their financial statements under
Section 451 of the Code;
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persons subject to the alternative minimum tax;
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persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction;
or
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U.S. Holders (as defined below) whose functional currency is not the U.S. dollar.
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The discussion below is based upon current
provisions of the Code, applicable U.S. Treasury regulations promulgated under the Code (“Treasury Regulations”),
judicial decisions and administrative rulings of the Internal Revenue Service (“IRS”), all as in effect on the date
hereof, and all of which are subject to differing interpretations or change, possibly on a retroactive basis. Any such differing
interpretations or change could alter the U.S. federal income tax consequences discussed below. Furthermore, this discussion does
not address any aspect of U.S. federal non-income tax laws, such as gift, estate or Medicare contribution tax laws, or state, local
or non-U.S. tax laws.
We have not sought, and will not seek, a ruling
from the IRS as to any U.S. federal income tax consequence described herein. The IRS may disagree with the discussion herein, and its
determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings
or court decisions will not adversely affect the accuracy of the statements in this discussion.
This discussion does not consider the tax treatment
of partnerships or other pass-through entities (including branches) or persons who hold our securities through such entities. If a partnership
(or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our securities,
the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the
activities of the partner and the partnership. If you are a partner or a partnership holding our securities, we urge you to consult your
own tax advisor.
THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S.
FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR UNITS. EACH PROSPECTIVE INVESTOR IN
OUR UNITS IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE ACQUISITION,
OWNERSHIP AND DISPOSITION OF OUR UNITS, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-UNITED STATES TAX LAWS
Personal Holding Company Status
We could be subject to a second level of U.S. federal
income tax on a portion of our income if we are determined to be a personal holding company (a “PHC”) for U.S. federal income
tax purposes. A U.S. corporation generally will be classified as a PHC for U.S. federal income tax purposes in a given taxable year if
(i) at any time during the last half of such taxable year, five or fewer individuals (without regard to their citizenship or residency
and including as individuals for this purpose certain entities such as certain tax-exempt organizations, pension funds and charitable
trusts) own or are deemed to own (pursuant to certain constructive ownership rules) more than 50% of the stock of the corporation by value
and (ii) at least 60% of the corporation’s adjusted ordinary gross income, as determined for U.S. federal income tax purposes,
for such taxable year consists of PHC income (which includes, among other things, dividends, interest, certain royalties, annuities and,
under certain circumstances, rents).
Depending on the date and size of our initial
business combination, it is possible that at least 60% of our adjusted ordinary gross income may consist of PHC income as discussed
above. In addition, depending on the concentration of our stock in the hands of individuals, including the members of our sponsors
and certain tax-exempt organizations, pension funds and charitable trusts, it is possible that more than 50% of our stock may be
owned or deemed owned (pursuant to the constructive ownership rules) by such persons during the last half of a taxable year. Thus,
no assurance can be given that we will not be a PHC following this offering or in the future. If we are or were to become a PHC in a
given taxable year, we would be subject to an additional PHC tax, currently imposed at a rate of 20%, on our undistributed PHC
income, which generally includes our taxable income, subject to certain adjustments.
Allocation of Purchase Price and Characterization of a Unit
No statutory, administrative or judicial authority
directly addresses the treatment of a unit or instruments similar to a unit for U.S. federal income tax purposes, and therefore, that
treatment is not entirely clear. The acquisition of a unit should be treated for U.S. federal income tax purposes as the acquisition of
one share of our common stock and of one warrant, which entitles the holder to purchase one-half share of common stock, and we intend
to treat the acquisition of a unit in this manner. For U.S. federal income tax purposes, each holder of a unit must allocate the purchase
price paid by such holder for such unit among the one share of our common stock and the one warrant based on the relative fair market
value of each at the time of issuance. Under U.S. federal income tax law, each investor must make its own determination of such value
based on all the relevant facts and circumstances. Therefore, we strongly urge each investor to consult its tax advisor regarding the
determination of value for these purposes. The price allocated to each share of our common stock and of one warrant should constitute
the holder’s initial tax basis in such share and one warrant, respectively. Any disposition of a unit should be treated for U.S.
federal income tax purposes as a disposition of the share of our common stock and one warrant comprising the unit, and the amount realized
on the disposition should be allocated among the share of our common stock and of one warrant based on their respective relative fair
market values (as determined by each unit holder based on all the relevant facts and circumstances) at the time of disposition. The separation
of shares of common stock and warrants comprising units and the combination of warrants should not be a taxable event for U.S. federal
income tax purposes.
The foregoing treatment of the units, shares of
our common stock, and warrants and a holder’s purchase price allocation are not binding on the IRS or the courts. Because there
are no authorities that directly address instruments that are similar to the units, no assurance can be given that the IRS or the
courts will agree with the characterization described above or the discussion below. Accordingly, each prospective investor is urged to
consult its own tax advisors regarding the tax consequences of an investment in a unit (including alternative characterizations of a unit).
The balance of this discussion assumes that the characterization of the units described above is respected for U.S. federal income
tax purposes.
U.S. Holders
This section applies to you if you are a “U.S.
Holder.” A U.S. Holder means a beneficial owner of units, shares of our common stock and warrants who or that that is, for
U.S. federal income tax purposes:
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an individual who is a citizen or resident of the United States;
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a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is organized in or under the laws
of the United States, any state thereof or the District of Columbia;
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an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or
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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 (as defined in the Code) have the authority to control all substantial decisions of the trust,
or (B) it has in effect a valid election under Treasury Regulations to be treated as a United States person.
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Taxation of Distributions
If we pay distributions in cash or other property
(other than certain distributions of our stock or rights to acquire our stock) to U.S. Holders of our common stock, such distributions
will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits,
as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute
a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in our
shares of our common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the shares of our
common stock and will be treated as described under “U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable
Disposition of Our Common Stock and Warrants” below.
Dividends we pay to a U.S. Holder that is a taxable
corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions
(including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and
provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. Holder will generally constitute “qualified
dividends” that will be subject to tax at preferential long-term capital gains rates. It is unclear whether the redemption rights
with respect to the shares of our common stock described in this prospectus may prevent a U.S. Holder from satisfying the applicable holding
period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the
case may be. If the holding period requirements are not met, then a corporation may not be able to qualify for the dividends received
deduction and would have taxable income equal to the entire dividend amount, and non-corporate U.S. Holders may be subject to tax on such
dividend at regular ordinary income tax rates instead of the preferential rate that applies to qualified dividend income.
Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition
of Our Common Stock and Warrants
Upon a sale or other taxable disposition of
our common stock or warrants which, in general, would include a redemption of common stock or warrants that is treated as a sale of
such securities as described below, and including as a result of a dissolution and liquidation in the event we do not consummate an
initial business combination within the required time period, a U.S. Holder generally will recognize capital gain or loss in an
amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in the common stock or
warrants. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period
for the common stock or warrants so disposed of exceeds one year. It is unclear, however, whether the redemption rights with respect
to the common stock described in this prospectus may suspend the running of the applicable holding period for this purpose. If the
running of the holding period for the common stock is suspended, then non-corporate U.S. Holders may not be able to satisfy the
one-year holding period requirement for long-term capital gain treatment, in which case any gain on a sale or taxable disposition of
the shares would be subject to short-term capital gain treatment and would be taxed at regular ordinary income tax rates. Long-term
capital gains recognized by non-corporate U.S. holders will be eligible to be taxed at reduced rates. The deductibility of capital
losses is subject to limitations.
Generally, the amount of gain or loss recognized
by a U.S. Holder is an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any
property received in such disposition (or, if the shares of our common stock or warrants are held as part of units at the time of
the disposition, the portion of the amount realized on such disposition that is allocated to the shares of our common stock or warrants
based upon the then relative fair market values of the shares of our common stock and the warrants included in the units) and (ii) the
U.S. Holder’s adjusted tax basis in its shares of our common stock or warrants so disposed of. A U.S. Holder’s adjusted tax
basis in its shares of our common stock and warrants generally will equal the U.S. Holder’s acquisition cost (that is, as discussed
above, the portion of the purchase price of a unit allocated to a share of our common stock or warrant, or, as discussed below, the U.S.
Holder’s initial basis for common stock received upon exercise of warrants) reduced, in the case of a share of our common stock,
by any prior distributions treated as a return of capital.
Redemption of Our Common Stock
In the event that a U.S. Holder’s shares
of our common stock are redeemed pursuant to the redemption provisions described in this prospectus under “Description of Securities —
Common Stock” or if we purchase a U.S. Holder’s shares of our common stock in an open market transaction (each referred to
herein as a “redemption”), the treatment of the redemption for U.S. federal income tax purposes will depend on whether it
qualifies as a sale or exchange of the shares of our common stock under Section 302 of the Code. If the redemption qualifies as a
sale or exchange of the shares of our common stock under the tests described below, the U.S. Holder will be treated as described under
“U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Our Common Stock and Warrants”
above. If the redemption does not qualify as a sale or exchange of the shares of our common stock, the U.S. Holder will be treated as
receiving a corporate distribution with the tax consequences described above under “U.S. Holders — Taxation of Distributions.”
Whether a redemption qualifies for sale or exchange treatment will depend largely on the total number of our shares treated as held by
the U.S. Holder (including any shares constructively owned by the U.S. Holder as described in the following paragraph) relative to all
of our shares outstanding both before and after such redemption. The redemption of our common stock generally will be treated as a sale
or exchange of the shares of our common stock (rather than as a corporate distribution) if, within the meaning of Section 302 of
the Code, such redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results
in a “complete termination” of the U.S. Holder’s interest in us or (iii) is “not essentially equivalent to
a dividend” with respect to the U.S. Holder. These tests are explained more fully below.
In determining whether any of the foregoing
tests are satisfied, a U.S. Holder must take into account not only shares of our stock actually owned by the U.S. Holder, but also
shares of our stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly,
stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such
U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include
shares of our common stock which could be acquired pursuant to the exercise of the warrants. In order to meet the
“substantially disproportionate” test, the percentage of our outstanding voting shares actually and constructively
owned by the U.S. Holder immediately following the redemption of shares of our common stock must, among other requirements, be less
than 80% of the percentage of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately
before the redemption. Prior to our initial business combination, the shares of our common stock may not be treated as voting shares
for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete
termination of a U.S. Holder’s interest if either (i) all of our shares actually and constructively owned by the U.S.
Holder are redeemed or (ii) all of our shares actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to
waive, and effectively waives in accordance with specific rules, the attribution of shares owned by certain family members and the
U.S. Holder does not constructively own any other shares of our stock (including any stock constructively owned by the U.S. Holder as a result of owning warrants). The redemption of the shares of our common stock will not be
essentially equivalent to a dividend with respect to a U.S. Holder if it results in a “meaningful reduction” of the U.S.
Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s
proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published
ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly-held corporation who
exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult
with its own tax advisors as to the tax consequences of a redemption.
If none of the foregoing tests are satisfied, then
the redemption will be treated as a corporate distribution and the tax effects will be as described under “U.S. Holders —
Taxation of Distributions” above. After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed
shares of our common stock will be added to the U.S. Holder’s adjusted tax basis in its remaining shares, or, if it has none, to
the U.S. Holder’s adjusted tax basis in its warrants or possibly in other stock constructively owned by it.
Exercise, Lapse or Redemption of a Warrant
Except as discussed below with respect to the cashless
exercise of a warrant, a U.S. Holder generally will not recognize gain or loss upon the acquisition of a share of our common stock on
the exercise of a warrant for cash. A U.S. Holder’s initial tax basis in a share of our common stock received upon exercise of the
warrant generally will equal the sum of the U.S. Holder’s initial investment in the warrant (that is, the portion of the U.S. Holder’s
purchase price for the units that is allocated to the warrant, as described above under “— Allocation of Purchase Price
and Characterization of a Unit”) and the exercise price of such warrant. It is unclear whether a U.S. Holder’s holding period
for the share of our common stock received upon exercise of the warrants will commence on the date of exercise of the warrant or the day
following the date of exercise of the warrant; in either case, the holding period will not include the period during which the U.S. Holder
held the warrant. If a warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s
tax basis in the warrant.
The tax consequences of a cashless exercise
of a warrant are not clear under current law. A cashless exercise may not be taxable, either because the exercise is not a
realization event or because the exercise is treated as a “recapitalization” for U.S. federal income tax purposes. In
either situation, a U.S. Holder’s tax basis in the shares of our common stock received generally would equal the U.S.
Holder’s tax basis in the warrants exercised therefor. If the cashless exercise were not a realization event, it is unclear
whether a U.S. Holder’s holding period for the shares of our common stock will commence on the date of exercise of the warrant
or the day following the date of exercise of the warrant; in either situation, the holding period will not include the period
during which the U.S. Holder held the warrant. If the cashless exercise were treated as a recapitalization, the holding
period of the shares of our common stock would include the holding period of the warrants exercised therefor.
It is also possible that a cashless exercise could
be treated in whole or in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder could be
deemed to have surrendered a number of warrants equal to the number of shares of common stock having a value equal to the exercise price
for the total number of warrants to be exercised. In such case, the U.S. Holder would recognize capital gain or loss with respect to the
warrants deemed surrendered in an amount equal to the difference between the fair market value of the common stock that would have been
received in a regular exercise of the warrants deemed surrendered and the U.S. Holder’s tax basis in the warrants deemed surrendered.
In this case, a U.S. Holder’s aggregate tax basis in the common stock 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 common stock would commence on the date following
the date of exercise or on the date of exercise of the warrant; in either case, the holding period would not include the period during
which the U.S. Holder held the warrant.
Due to the absence of authority on the U.S.
federal income tax treatment of a cashless exercise, including when a U.S. Holder’s holding period would commence with respect
to the common stock received, there can be no assurance regarding which, if any, of the alternative tax consequences and holding
periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors
regarding the tax consequences of a cashless exercise.
If we redeem warrants for cash pursuant to the
redemption provisions described in the section of this prospectus entitled “Description of Securities — Warrants —
Public Stockholders’ Warrants” or if we purchase warrants in an open market transaction, such redemption or purchase generally
will be treated as a taxable disposition to the U.S. Holder, taxed as described above under “U.S. Holders — Gain or Loss on
Sale, Taxable Exchange or Other Taxable Disposition of Our Common Stock and Warrants.”
Possible Constructive Distributions
The terms of each warrant provide for an adjustment
to the number of shares of our common stock for which the warrant may be exercised or to the exercise price of the warrant in certain
events, as discussed in the section of this prospectus entitled “Description of Securities — Warrants — Public
Stockholders’ 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 warrant holders’ proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of shares
of our common stock that would be obtained upon exercise or through a decrease to the exercise price of the warrants) as a result of a
distribution of cash or other property, such as other securities, to the holders of shares of our common stock, or as a result of the
issuance of a stock dividend to the holders of shares of our common stock, in each case which is taxable to the holders of such shares
as a distribution. Such constructive distribution would generally be subject to tax as described under “U.S. Holders — Taxation
of Distributions” above in the same manner as if the U.S. Holders of the warrants received a cash distribution from us equal to
the fair market value of such increased interest resulting from the adjustment.
Information Reporting and Backup Withholding.
In general, information reporting
requirements may apply to dividends paid to a U.S. Holder and to the proceeds of the sale or other disposition of our units, shares of
common stock and warrants, unless the U.S. Holder is an exempt recipient. Backup withholding may apply to such payments if the U.S. Holder
fails to provide a taxpayer identification number, a certification of exempt status or has been notified by the IRS that it is subject
to backup withholding (and such notification has not been withdrawn).
Backup withholding is not an additional tax. Any amounts withheld under
the backup withholding rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability and may
entitle such holder to a refund, provided the required information is timely furnished to the IRS.
Non-U.S. Holders
This section applies to you if you are a “Non-U.S.
Holders.” As used herein, the term “Non-U.S. Holder” means a beneficial owner of our units, common stock, or warrants
who or that is, for U.S. federal income tax purposes:
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a non-resident alien individual (other than certain former citizens and residents of the United States subject to U.S. tax as expatriates);
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a foreign corporation; or
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an estate or trust that is not a U.S. Holder;
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but generally does not include an individual who is present
in the United States for 183 days or more in the taxable year of disposition. If you are such an individual, you should consult
your tax advisor regarding the U.S. federal income tax consequences of the acquisition, ownership or sale or other disposition of our
securities.
Taxation of Distributions
In general, any distributions (including constructive
distributions) we make to a Non-U.S. Holder of shares of our common stock, to the extent paid out of our current or accumulated earnings
and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes and,
provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States
(or, if required pursuant to an applicable income tax treaty, are not attributable to a permanent establishment or fixed base maintained
by the Non-U.S. Holder in the United States), we will be required to withhold tax from the gross amount of the dividend at a rate
of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides
proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable). In the
case of any constructive dividend, it is possible that this tax would be withheld from any amount owed to a Non-U.S. Holder by the applicable
withholding agent, including cash distributions on other property or sale proceeds from warrants or other property subsequently paid or
credited to such holder. Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S.
Holder’s adjusted tax basis in its shares of our common stock and, to the extent such distribution exceeds the Non-U.S. Holder’s
adjusted tax basis, as gain realized from the sale or other disposition of the shares of our common stock, which will be treated as described
under “Non-U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Our Common Stock and
Warrants” below. In addition, if we determine that we are or are likely to be classified as a “United States real property
holding corporation” (see “Non-U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition
of Our Common Stock and Warrants” below), we will withhold 15% of any distribution that exceeds our current and accumulated earnings
and profits, including a distribution in redemption of shares of our common stock.
Dividends that we pay to a Non-U.S. Holder that
are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States (and, if a tax
treaty applies, are attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States)
will not be subject to U.S. withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements
(usually by providing an IRS Form W-8ECI). Instead, the effectively connected dividends will be subject to regular U.S. federal income
tax as if the Non-U.S. Holder were a U.S. resident, unless an applicable income tax treaty provides otherwise. A Non-U.S. Holder that
is a foreign corporation receiving effectively connected dividends may also be subject to an additional “branch profits tax”
imposed at a rate of 30% (or a lower treaty rate).
Exercise, Lapse or Redemption of a Warrant.
The U.S. federal income tax treatment of a Non-U.S.
Holder’s exercise of a warrant, or the lapse of a warrant, held by a Non-U.S. Holder generally will correspond to the U.S. federal
income tax treatment of a U.S. Holder, as described under “U.S. Holders — Exercise, Lapse or Redemption of a Warrant”
above, although to the extent a cashless exercise results in a taxable exchange, the consequences would be similar to those described
below under “Non-U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Our Common Stock
and Warrants.”
If we redeem warrants for cash (or if we purchase
warrants in an open market transaction), such redemption or purchase generally will be treated as a taxable disposition to the Non-U.S.
Holder, taxed as described below in “Non-U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition
of Our Common Stock and Warrants.”
Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition
of Our Common Stock and Warrants
Subject to the discussion of FATCA and backup
withholding below, a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax in respect of gain
realized on a sale, taxable exchange or other taxable disposition of shares of our common stock (including upon a dissolution and
liquidation if we do not complete an initial business combination within the required time period), or warrants (including an
expiration or redemption of our warrants), in each case without regard to whether such securities were held as part of a unit,
unless:
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the gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and,
under certain income tax treaties, is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the
United States); or
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we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any
time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held our common
stock, and, in the case where shares of our common stock are regularly traded on an established securities market, the Non-U.S. Holder
has owned, directly or constructively, more than 5% of our common stock at any time within the shorter of the five-year period preceding
the disposition or such Non-U.S. Holder’s holding period for the shares of our common stock. There can be no assurance that our
common stock will be treated as regularly traded on an established securities market for this purpose. These rules may be modified
for Non-U.S. Holders of warrants. If we are or have been a “United States real property holding corporation” and you
own warrants, you are urged to consult your own tax advisor regarding the application of these rules.
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Unless an applicable treaty provides otherwise, gain described in the
first bullet point above will generally be subject to tax at the applicable U.S. federal income tax rates as if the Non-U.S. Holder were
a U.S. resident. Any gains described in the first bullet point above of a Non-U.S. Holder that is a foreign corporation may also be subject
to an additional “branch profits tax” at a 30% rate (or lower treaty rate).
If the second bullet point above applies to a Non-U.S. Holder, gain
recognized by such holder on the sale, exchange or other disposition of our common stocks or warrants will generally be subject to tax
at applicable U.S. federal income tax rates as if the Non-U.S. Holder were a U.S. resident. In addition, a buyer of our common stocks
or warrants from such holder may be required to withhold U.S. federal income tax at a rate of 15% of the amount realized upon such disposition.
We cannot determine whether we will be a United States real property holding corporation in the future until we complete an initial
business combination. In general, we would be classified as a United States real property holding corporation if the fair market
value of our “United States real property interests” equals or exceeds 50% of the sum of the fair market value of our
worldwide real property interests plus our other assets used or held for use in a trade or business, as determined for U.S. federal income
tax purposes.
Redemption of Our Common Stock
The characterization for U.S. federal income tax
purposes of the redemption of a Non-U.S. Holder’s shares of our common stock pursuant to the redemption provisions described in
the section of this prospectus entitled “Description of Securities — Common Stock” will generally correspond to
the U.S. federal income tax characterization of such a redemption of a U.S. Holder’s shares of our common stock, as described under
“U.S. Holders — Redemption of Our Common Stock” above, and the consequences of the redemption to the Non-U.S. Holder
will be as described above under “Non-U.S. Holders — Taxation of Distributions” and “Non-U.S. Holders —
Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Our Common Stock and Warrants,” as applicable.
Possible Constructive Distributions
The terms of each warrant provide for an adjustment
to the number of shares of our common stock for which the warrant may be exercised or to the exercise price of the warrant in certain
events, as discussed in the section of this prospectus entitled “Description of Securities — Warrants — Public
Stockholders’ Warrants.” An adjustment which has the effect of preventing dilution generally is not taxable. The Non-U.S.
Holders of the warrants would, however, be treated as receiving a constructive distribution from us if, for example, the adjustment increases
the warrant holders’ proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of shares
of our common stock that would be obtained upon exercise or through a decrease to the exercise price of the warrant) as a result of a
distribution of cash or other property, such as other securities, to the holders of shares of our common stock, or as a result of the
issuance of a stock dividend to holders of shares of our common stock, in each case which is taxable to the holders of such shares as
a distribution. Such constructive distribution would generally be taxed as described under “Non-U.S. Holders — Taxation
of Distributions” above, in the same manner as if the Non-U.S. Holders of the warrants received a cash distribution from us equal
to the fair market value of such increased interest resulting from the adjustment. It is possible that any withholding tax on such a constructive
distribution might be satisfied by the applicable withholding agent through a sale of a portion of the Non-U.S. Holder’s shares
of common stock, warrants or other property held or controlled by us or the applicable withholding agent on behalf of the Non-U.S. Holder
or might be withheld from distributions or proceeds subsequently paid or credited to the Non-U.S. Holder.
Information Reporting and Backup Withholding.
Information returns will be
filed with the IRS in connection with payments of dividends and the proceeds from a sale or other disposition of our units, shares of
common stock and warrants. A Non-U.S. Holder may have to comply with certification procedures to establish that it is not a United States
person in order to avoid information reporting and backup withholding requirements. The certification procedures required to claim a reduced
rate of withholding under a treaty generally will satisfy the certification requirements necessary to avoid the backup withholding as
well.
Backup withholding is not
an additional tax. The amount of any backup withholding from a payment to a Non-U.S. Holder will be allowed as a credit against
such holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information
is timely furnished to the IRS.
FATCA Withholding Taxes
Sections 1471 through 1474 of the Code and the Treasury Regulations
and administrative guidance promulgated thereunder (commonly referred as the “Foreign Account Tax Compliance Act” or “FATCA”)
generally impose withholding at a rate of 30% in certain circumstances on dividends in respect of our securities which are held by or
through certain foreign financial institutions (including investment funds), unless any such institution (1) enters into, and complies
with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the
institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons
and to withhold on certain payments, or (2) if required under an intergovernmental agreement between the United States and an applicable
foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities.
An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly,
the entity through which our securities are held will affect the determination of whether such withholding is required. Similarly, dividends
in respect of our securities held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions
will generally be subject to withholding at a rate of 30%, unless such entity either (1) certifies to us or the applicable withholding
agent that such entity does not have any “substantial United States owners” or (2) provides certain information regarding
the entity’s “substantial United States owners,” which will in turn be provided to the U.S. Department of Treasury.
Under certain circumstances, a Non-U.S. holder might be eligible for refunds or credits of such withholding taxes, and a Non-U.S. Holder
might be required to file a U.S. federal income tax return to claim such refunds or credits. Thirty percent withholding under FATCA was
scheduled to apply to payments of gross proceeds from the sale or other disposition of property that produces U.S.-source interest or
dividends beginning on January 1, 2019, but on December 13, 2018, the IRS released proposed regulations that, if finalized in their proposed
form, would eliminate the obligation to withhold on gross proceeds. Such proposed regulations also delayed withholding on certain other
payments received from other foreign financial institutions that are allocable, as provided for under final Treasury Regulations, to payments
of U.S.-source dividends, and other fixed or determinable annual or periodic income. Although these proposed Treasury Regulations are
not final, taxpayers generally may rely on them until final Treasury Regulations are issued. All prospective investors should consult
their tax advisors regarding the possible implications of FATCA on their investment in our securities.
UNDERWRITING – CONFLICTS OF INTEREST
The representative is acting as the sole book-running
manager of the offering and as representative of the underwriters named below. Subject to the terms and conditions of the underwriting
agreement dated the date of this prospectus, the underwriters named below, through the representative, have severally agreed to purchase,
and we have agreed to sell to the underwriters, the following respective number of units set forth opposite the underwriter’s name.
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Underwriters
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Number of Units
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A.G.P./Alliance Global Partners
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Brookline Capital Markets, a division of Arcadia Securities, LLC
|
|
|
|
|
|
Total
|
|
|
15,000,000
|
|
The underwriting agreement
provides that the obligations of the underwriters to purchase the units included in this offering are subject to approval of legal matters
by counsel and to other conditions. The underwriters are obligated to purchase all of the units (other than those covered by the over-allotment
option described below) if they purchase any of the units.
Units sold by the underwriters
to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any units sold
by the underwriters to securities dealers may be sold at a discount from the initial public offering price not to exceed $[ ] per unit.
If all of the units are not sold at the initial offering price, the underwriters may change the offering price and the other selling
terms. The underwriters have advised us that they do not intend to make sales to discretionary accounts.
If the underwriters sell more
units than the total number set forth in the table above, we have granted to the underwriters an option, exercisable for 45 days
from the date of this prospectus, to purchase up to 2,250,000 additional units at the public offering price less the underwriting discount.
The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, in connection with this offering.
Any units issued or sold under the option will be issued and sold on the same terms and conditions as the other units that are the subject
of this offering.
We, our sponsor and our
officers and directors have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the
prior written consent of the representative, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to
purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or
liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to any units,
shares of common stock, warrants or any securities convertible into, or exercisable, or exchangeable for, shares of common stock, (ii) enter
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any
units, shares of common stock, warrants or any securities convertible into, or exercisable, or exchangeable for, shares of common stock,
whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any
intention to effect any transaction specified in clause (i) or (ii), subject to certain exceptions. The representative in its sole
discretion may release any of the securities subject to the lock-up agreement at any time without notice, other than in the case of the
officers and directors, which shall be with notice. Our sponsor, officers and directors, and the representative are also subject to separate
transfer restrictions on their founder shares and placement units pursuant to the letter agreement as described herein.
Our initial stockholders
have agreed not to transfer, assign or sell any of their founder shares (or shares of common stock issuable upon conversion thereof)
until the earlier to occur of: (A) one year after the completion of our initial business combination and (B) subsequent to
our initial business combination, if the reported last sale price of our common stock equals or exceeds $12.00 per share (as adjusted
for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day
period commencing at least 150 days following the consummation of our initial business combination (except with respect to permitted
transferees as described herein under the section of this prospectus entitled “Principal Stockholders”). The placement units,
placement shares and placement warrants (including the common stock issuable upon exercise of the 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 the section of this prospectus entitled “Principal Stockholders”).
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 underwriters. 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 the 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, common stock
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, common stock or warrants will develop and continue after this offering.
We have applied to list our
units on Nasdaq under the symbol “RNERU.” We cannot guarantee that our securities will be approved for listing on Nasdaq.
We expect that our units will be listed on Nasdaq on or promptly after the date of this prospectus. We expect that our common stock and
warrants will be listed under the symbols “RNER” and “RNERW,” respectively, once the common stock and warrants
begin separate trading.
The following table shows
the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering. These amounts are
shown assuming both no exercise and full exercise of the underwriters’ over-allotment option. The upfront portion of the underwriting
discounts and commissions will be $0.01 per unit.
|
|
|
|
|
Payable by Mt. Rainier
Acquisition Corporation
|
|
|
|
|
|
|
No Exercise
|
|
|
|
Full Exercise
|
|
|
Per Unit(1)
|
|
$
|
0.03
|
|
|
|
$
|
0.00
|
|
|
Total (1)
|
|
$
|
500,000
|
|
|
|
$
|
500,000
|
|
(1) Includes $0.03 per unit, or $500,000 to
be paid in cash at the closing of the offering. We have engaged the representatives as advisors in connection with our business combination.
We will pay the representatives in cash or stock for such services upon the consummation of our initial business combination in an amount
equal to 4.0% of the gross proceeds of this offering, or $6,000,000 (or $6,900,000 if the over-allotment option is exercised in full)
in the aggregate, exclusive of any applicable finders’ fees which might become payable. If we do not complete our initial business
combination and subsequently liquidate, the underwriters have agreed that (i) they will forfeit any rights or claims to the fees payable
under the business combination marketing agreement, including any accrued interest thereon, then in the trust account upon liquidation,
and (ii) that such fees will be distributed on a pro rata basis, including interest earned on the funds held in the trust account and
not previously released to us to pay our taxes to the public stockholders.
In addition to the underwriting
discount, we have agreed to pay or reimburse the underwriters for, reimbursement for the expenses of transaction “bibles”
and lucite cube “mementos,” background checks on our directors and executive officers, the reasonable fees of counsel of the
Underwriters and other expenses incurred by the Representative in an amount not to exceed $150,000.
Business Combination Agreement
We have agreed to engage
A.G.P. as an advisor in connection with our business combination to assist us in holding meetings with our stockholders to discuss the
potential business combination and the target business’ attributes, introduce us to potential investors that are interested in
purchasing our securities in connection with our initial business combination, assist us in obtaining stockholder approval for the business
combination and assist us with our press releases and public filings in connection with the business combination. We will pay A.G.P.
a cash fee for such services upon the consummation of our initial business combination in an amount equal to 4.0% of the gross proceeds
of this offering, or $6,000,000 (or $6,900,000 if the over-allotment option is exercised in full) in the aggregate. Pursuant to the terms
of the business combination marketing agreement, no fee will be due if we do not complete an initial business combination.
Representative Shares
As part of the underwriting
compensation for this offering, we issued the representative of the underwriters 1,265,000 common shares (which includes up to 165,000
shares that are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in
part) for nominal consideration of $0.006 per share. The holders of the representative shares have agreed not to transfer, assign or
sell any such shares without our prior consent until the completion of our initial business combination. In addition, the representative
has agreed (A) to vote its representive shares in favor of any proposed business combination, (B) not to propose, or vote in favor of,
prior to and unrelated to an initial business combination, an amendment to our certificate of incorporation that would affect the substance
or timing of our redemption obligation to redeem all public shares if we cannot complete an initial business combination within 18 months
of the closing of this offering, unless we provide public stockholders an opportunity to redeem their public shares in conjunction with
any such amendment, (C) not to redeem any shares, including the representative shares, into the right to receive cash from the trust
account in connection with a stockholder vote to approve our proposed initial business combination or sell any shares to us in any tender
offer in connection with our proposed initial business combination, and (D) that the representative shares shall not participate in any
liquidating distribution upon winding up if a business combination is not consummated..
The representative shares
have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the
date of the effectiveness of the registration statement of which this prospectus forms a part pursuant to Rule 5110(e)(1) of
the FINRA Manual. Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold during the offering, or sold, transferred,
assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result
in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration
statement of which this prospectus forms a part or commencement of sales of the public offering, except to any underwriter and selected
dealer participating in the offering and their bona fide officers or partners, provided that all securities so transferred remain subject
to the lockup restriction above for the remainder of the time period.
We have granted the holders
of these shares the registration rights as described under the section “Securities Eligible for Future Sale — Registration Rights.”
Notwithstanding anything to the contrary, under FINRA Rule 5110(g)(8), the underwriters and/or their designees may only make a demand
registration on one occasion during the five-year period beginning on the effective date of the registration statement of which this prospectus
is a part, and the underwriters and/or their designees may participate in a “piggy-back” registration only during the seven-year
period beginning on the effective date of the registration statement of which this prospectus is a part.
Right of First Refusal
Subject to certain
conditions, we granted the representative, for a period commencing on the consummation of this offering and continuing until the earlier of the consummation of our initial business combination
or the liquidation of the Trust Account in the event that we fail to consummate an initial business combination within the prescribed
time period,
a right of first refusal to act as sole investment banker, sole book runner, and/or sole placement agent, at the
representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity
linked financings for us or any of our successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6)(A), such right of
first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this
prospectus forms a part.
Stabilization
In connection with the offering,
the underwriters may purchase and sell units in the open market. Purchases and sales in the open market may include short sales, purchases
to cover short positions, which may include purchases pursuant to the over-allotment option and stabilizing purchases, in accordance with
Regulation M under the Exchange Act.
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|
·
|
Short sales involve secondary market sales by the underwriters of a greater number of units than it is
required to purchase in the offering.
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|
|
·
|
“Covered” short sales are sales of units in an amount up to the number of units represented
by the underwriters’ over-allotment option.
|
|
|
·
|
“Naked” short sales are sales of units in an amount in excess of the number of units represented
by the underwriters’ over-allotment option.
|
|
|
·
|
Covering transactions involve purchases of units either pursuant to the over-allotment option or in the
open market after the distribution has been completed in order to cover short positions.
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|
|
·
|
To close a naked short position, the underwriters must purchase units in the open market after the distribution
has been completed. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure
on the price of the units in the open market after pricing that could adversely affect investors who purchase in the offering.
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|
|
·
|
To close a covered short position, the underwriters must purchase units in the open market after the distribution
has been completed or must exercise the over-allotment option. In determining the source of units to close the covered short position,
the underwriters will consider, among other things, the price of units available for purchase in the open market as compared to the price
at which they may purchase units through the over-allotment option.
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|
|
·
|
Stabilizing transactions involve bids to purchase units so long as the stabilizing bids do not exceed
a specified maximum.
|
Purchases to cover short positions
and stabilizing purchases, as well as other purchases by the underwriters for their own account, may have the effect of preventing or
retarding a decline in the market price of the units. They may also cause the price of the units to be higher than the price that would
otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions in the over-the-counter
market or otherwise. If the underwriters commence any of these transactions, it may discontinue them at any time.
We estimate that our portion
of the total expenses of this offering payable by us will be $1,262,000, excluding underwriting discounts and commissions. We have agreed
to reimburse the underwriters for expenses and fees of up to $150,000.
We
have agreed to indemnify A.G.P. against certain liabilities, including liabilities under the Securities Act, or to contribute to payments
the underwriters may be required to make because of any of those liabilities. In addition, we have agreed to indemnify The
Benchmark Company, LLC, which is acting as a “qualified independent underwriter” for this offering, against certain liabilities
incurred in connection with acting as qualified independent underwriter, including liabilities under the Securities Act. See “Conflicts
of Interest”, below.
We are not under any contractual
obligation to engage the underwriters to provide any services for us after this offering, and have no present intent to do so. However,
the underwriters may introduce us to potential target businesses or assist us in raising additional capital in the future. If the underwriters
provide services to us after this offering, we may pay the underwriters 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 the underwriters and no fees for such services
will be paid to the underwriters prior to the date that is 90 days from the date of this prospectus, unless FINRA determines that
such payment would not be deemed underwriters’ compensation in connection with this offering and we may pay the underwriters of
this offering or any entity with which it is affiliated a finder’s fee or other compensation for services rendered to us in connection
with the completion of an initial business combination.
The underwriters and their
affiliates may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or
our affiliates, for which it may in the future receive, customary fees and commissions for any such transactions.
The underwriters and their
respective affiliates are financial institutions engaged in various activities, which may include, among other things, securities trading,
commercial and investment banking, financial advisory, investment management, financing and brokerage activities. Such underwriters and
their affiliates have in the past, in the ordinary course of business, provided certain of these services to affiliates of the sponsor,
and have arrangements in place whereby they may currently or in the future provide such services to affiliates of the sponsor, for which
they have received and may receive customary fees, interest, commissions and other compensation.
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 by e-mail or on the web sites or through online services maintained by one or more of the underwriters or
their affiliates. In those cases, prospective investors may view offering terms online and may be allowed to place orders online. The
underwriters may agree with us to allocate a specific number of common shares for sale to online brokerage account holders. Any such allocation
for online distributions will be made by the underwriters on the same basis as other allocations. Other than the prospectus in electronic
format, the information on the underwriters’ web sites and any information contained in any other web site maintained by any of
the underwriters is not part of this prospectus, has not been approved and/or endorsed by us or the underwriters and should not be relied
upon by investors.
Conflicts of Interest
A.G.P.
has a “conflict of interest” within the meaning of FINRA Rule 5121(f)(5)(B) in this offering because one of its
affiliates beneficially owns more than 10% of our shares. Accordingly, this offering is being made in compliance with the applicable
requirements of FINRA Rule 5121. FINRA Rule 5121 requires that a “qualified independent underwriter,” as defined
in FINRA Rule 5121, participate in the preparation of this prospectus and the registration statement of which it forms a part and
exercise the usual standards of “due diligence” with respect thereto. The Benchmark Company, LLC has agreed to act as a “qualified
independent underwriter” for this offering. The Benchmark Company, LLC will receive $100,000 (such amount to be deducted from the
underwriters’ commissions) for acting as a qualified independent underwriter. We have agreed to indemnify The Benchmark Company LLC
against certain liabilities incurred in connection with acting as qualified independent underwriter, including liabilities under the
Securities Act. In addition, no underwriter with a conflict of interest will confirm sales to any account over which it exercises discretionary
authority without the specific prior written approval of the account holder.
Selling Restrictions
Notice to Prospective Investors in the European Economic Area
and the United Kingdom
In relation to each member
state of the European Economic Area and the United Kingdom (each, a “relevant state”), no units have been offered or
will be offered pursuant to the offering to the public in that relevant state prior to the publication of a prospectus in relation to
the units that has been approved by the competent authority in that relevant state or, where appropriate, approved in another relevant
state and notified to the competent authority in that relevant state, all in accordance with the Prospectus Regulation, except that offers
of our units may be made to the public in that relevant state at any time under the following exemptions under the Prospectus Regulation:
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|
·
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to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
|
|
|
·
|
to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus
Regulation),
|
|
|
·
|
subject to obtaining the prior consent of the representative for any such offer; or
|
|
|
·
|
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 the representative to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 23 of the Prospectus Regulation.
Each person in a relevant
state who initially acquires any units or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and
with the Company and the representative that it is a qualified investor within the meaning of the Prospectus Regulation.
In the case of any units being
offered to a financial intermediary as that term is used in Article 5(1) of the Prospectus Regulation, each such financial intermediary
will be deemed to have represented, acknowledged and agreed that the units acquired by it in the offer have not been acquired on a non-discretionary
basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise
to an offer to the public other than their offer or resale in a relevant state to qualified investors, in circumstances in which the prior
consent of the representative has been obtained to each such proposed offer or resale.
We, the representative and
each of our and the representative’s respective affiliates will rely upon the truth and accuracy of the foregoing representations,
acknowledgements and agreements.
For the purposes of this provision,
the expression an “offer to the public” in relation to any units in any relevant state means the communication in any form
and by any means of sufficient information on the terms of the offer and any units to be offered so as to enable an investor to decide
to purchase or subscribe for any units, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
References to the Prospectus
Regulation include, in relation to the United Kingdom, the Prospectus Regulation as it forms part of United Kingdom domestic
law by virtue of the European Union (Withdrawal) Act 2018.
The above selling restriction
is in addition to any other selling restrictions set out below.
In connection with the offering,
the representative is not acting for anyone other than the issuer and will not be responsible to anyone other than the issuer for providing
the protections afforded to its clients nor for providing advice in relation to the offering.
Notice to Prospective Investors in the United Kingdom
This prospectus is for distribution
only to persons who (i) have professional experience in matters relating to investments and who qualify as investment professionals
within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high
net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom,
or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of
the Financial Services and Markets Act 2000, as amended (“FSMA”)) in connection with the issue or sale of any securities may
otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”).
This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with
relevant persons.
Notice to Prospective Investors in France
Neither this prospectus nor
any other offering material relating to the units described in this prospectus has been submitted to the clearance procedures of the Autorité
des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the
Autorité des Marchés Financiers. The units have not been offered or sold and will not be offered or sold, directly or indirectly,
to the public in France. Neither this prospectus nor any other offering material relating to the units has been or will be:
|
|
·
|
released, issued, distributed or caused to be released, issued or distributed to the public in France;
or
|
|
|
·
|
used in connection with any offer for subscription or sale of the units to the public in France.
|
Such offers, sales and distributions will be made
in France only:
|
|
·
|
To qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle
restreint d’investisseurs),
|
|
|
·
|
in each case investing for their own account, all as defined in, and in accordance with, articles L.411-2,
D.411-1,
|
|
|
·
|
D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;
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|
|
·
|
to investment services providers authorized to engage in portfolio management on behalf of third parties;
or
|
|
|
·
|
in a transaction that, in accordance with article L.411-2-II-1° -or-2° -or 3° of the French
Code monétaire et financier
|
|
|
·
|
and article 211-2 of the General Regulations (Règlement Général) of the Autorité
des Marchés Financiers, does not
|
|
|
·
|
constitute a public offer (appel public à l’épargne).
|
The units may be resold directly
or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire
et financier.
Notice to Prospective Investors in Hong Kong
The units have not been offered
or sold and will not be offered or sold in Hong Kong, by means of any document, 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. No advertisement, invitation or document
relating to the units has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether
in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong
(except if permitted to do so under the securities laws of Hong Kong) other than with respect to units which are or are intended to be
disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures
Ordinance and any rules made under that Ordinance.
Notice to Prospective Investors in Japan
The units have not been and
will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly,
will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering
or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and
ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the
purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any corporation or other
entity organized under the laws of Japan.
Notice to Prospective Investors in Singapore
This prospectus has not
been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the units were not offered or sold or caused
to be made the subject of an invitation for subscription or purchase and will not be offered or sold or caused to be made the
subject of an invitation for subscription or purchase, and this prospectus or any other document or material in connection with the
offer or sale, or invitation for subscription or purchase, of the units, has not been circulated or distributed, nor will it be
circulated or distributed, whether directly or indirectly, to any person in Singapore other than (i) to an institutional
investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from
time to time (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in
Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A)
of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and
in accordance with the conditions of, any other applicable provision of the SFA.
Where the units are subscribed
or purchased under Section 275 of the SFA by a relevant person which is:
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|
(a)
|
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole
business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an
accredited investor; or
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(b)
|
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and
each beneficiary of the trust is an individual who is an accredited investor,
|
securities or securities-based derivatives contracts
(each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever
described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the units pursuant
to an offer made under Section 275 of the SFA except:
|
|
(a)
|
to an institutional investor or to a relevant person, or to any person arising from an offer referred
to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
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|
(b)
|
where no consideration is or will be given for the transfer;
|
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|
(c)
|
where the transfer is by operation of law; or
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|
(d)
|
as specified in Section 276(7) of the SFA.
|
Notice to Prospective Investors in Canada
The units may be sold in Canada
only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument
45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted
clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
Any resale of the units must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements
of applicable securities laws.
Securities legislation in
certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including
any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser
within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer
to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights
or consult with a legal advisor.
Pursuant to section 3A.3 (or,
in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument
33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements
of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
Notice to Prospective Investors in the Dubai International Financial
Centre
This prospectus relates
to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority
(“DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities
Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing
or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the
information set forth herein and has no responsibility for the prospectus. The securities to which this prospectus relates 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 prospectus
you should consult an authorized financial advisor.
Notice to Prospective Investors in Australia
No placement document, prospectus,
product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”),
in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document
under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus,
product disclosure statement or other disclosure document under the Corporations Act. Any offer in Australia of the securities may only
be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of
the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise
pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the securities without
disclosure to investors under Chapter 6D of the Corporations Act.
The securities applied for
by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under
the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant
to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies
with Chapter 6D of the Corporations Act. Any person acquiring securities must observe such Australian on-sale restrictions. This prospectus
contains general information only and does not take account of the investment objectives, financial situation or particular needs of any
particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision,
investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and,
if necessary, seek expert advice on those matters.
Notice to Prospective Investors in Switzerland
The securities may not be
publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or
regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses
under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of
the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither
this document nor any other offering or marketing material relating to the securities or the offering may be publicly distributed or otherwise
made publicly available in Switzerland.
Neither this document nor
any other offering or marketing material relating to the offering, the company, the shares have been or will be filed with or approved
by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of securities will not be supervised
by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of securities has not been and will not be authorized
under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests
in collective investment schemes under the CISA does not extend to acquirers of securities.
Notice to Prospective Investors in Israel
In the State of Israel,
this prospectus shall not be regarded as an offer to the public to purchase securities under the Israeli Securities Law, 5728
– 1968, which requires a prospectus to be published and authorized by the Israel Securities Authority, if it complies with
certain provisions of Section 15 of the Israeli Securities Law, 5728 – 1968, including, inter alia, if: (i) the
offer is made, distributed or directed to not more than 35 investors, subject to certain conditions (the “Addressed
Investors”); or (ii) the offer is made, distributed or directed to certain qualified investors defined in the First
Addendum of the Israeli Securities Law, 5728 –1968, subject to certain conditions (the “Qualified Investors”). The
Qualified Investors shall not be taken into account in the count of the Addressed Investors and may be offered to purchase
securities in addition to the 35 Addressed Investors. The Company has not and will not take any action that would require it to
publish a prospectus in accordance with and subject to the Israeli Securities Law, 5728 – 1968. We have not and will not
distribute this prospectus or make, distribute or direct an offer to subscribe for our securities to any person within the State of
Israel, other than to Qualified Investors and up to 35 Addressed Investors.
Qualified Investors may have
to submit written evidence that they meet the definitions set out in of the First Addendum to the Israeli Securities Law, 5728 –
1968. In particular, we may request, as a condition to be offered securities, that Qualified Investors will each represent, warrant and
certify to us and/or to anyone acting on our behalf: (i) that it is an investor falling within one of the categories listed in the
First Addendum to the Israeli Securities Law, 5728 – 1968; (ii) which of the categories listed in the First Addendum to the
Israeli Securities Law, 5728 – 1968 regarding Qualified Investors is applicable to it; (iii) that it will abide by all provisions
set forth in the Israeli Securities Law, 5728 – 1968 and the regulations promulgated thereunder in connection with the offer to
be issued securities; (iv) that the securities that it will be issued are, subject to exemptions available under the Israeli Securities
Law, 5728 – 1968: (a) for its own account; (b) for investment purposes only; and (c) not issued with a view to resale
within the State of Israel, other than in accordance with the provisions of the Israeli Securities Law, 5728 – 1968; and (v) that
it is willing to provide further evidence of its Qualified Investor status. Addressed Investors may have to submit written evidence in
respect of their identity and may have to sign and submit a declaration containing, inter alia, the Addressed Investor’s name, address
and passport number or Israeli identification number.
We have not authorized and
do not authorize the making of any offer of securities through any financial intermediary on our behalf, other than offers made by the
underwriters and their respective affiliates, with a view to the final placement of the securities as contemplated in this document. Accordingly,
no purchaser of the shares, other than the underwriters, is authorized to make any further offer of shares on our behalf or on behalf
of the underwriters.
LEGAL MATTERS
Loeb & Loeb LLP, New York, New York,
is acting as our counsel in connection with the registration of our securities under the Securities Act, and as such, will pass upon the
validity of the securities offered in this offering. Manatt, Phelps, & Phillips LLP, Costa Mesa, California is acting as counsel
to the underwriters.
EXPERTS
The financial statements of Mount Rainer Acquisition
Corp. as of March 26, 2021, and for the period from February 10, 2021 (inception) through March 26, 2021 included in this prospectus have been
audited by Marcum LLP, independent registered public accounting firm, as set forth in their report, thereon (which contains an explanatory
paragraph relating to substantial doubt about the ability of Mount Rainier Acquisition Corp. to continue as a going concern as described
in Note 1 to the financial statements), appearing elsewhere in this prospectus, and are included in reliance on such report given upon
such firm as experts in auditing and accounting.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement
on Form S-1 under the Securities Act with respect to the securities we are offering by this prospectus. This prospectus does not
contain all of the information included in the registration statement. For further information about us and our securities, you should
refer to the registration statement and the exhibits and schedules filed with the registration statement. Whenever we make reference in
this prospectus to any of our contracts, agreements or other documents, the references are materially complete but may not include a description
of all aspects of such contracts, agreements or other documents, and you should refer to the exhibits attached to the registration statement
for copies of the actual contract, agreement or other document.
Upon completion of this offering, we will be subject
to the information requirements of the Exchange Act and will file annual, quarterly and current event reports, proxy statements and other
information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website
at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facility at 100 F Street,
N.E., Washington, D.C. 20549.
No dealer, salesperson or any other person is
authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus
and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus,
or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation
is not authorized or is unlawful.
INDEX TO FINANCIAL STATEMENTS
|
|
|
Page
|
|
Report
of Independent Registered Public Accounting Firm
|
|
F-2
|
|
Balance
Sheets as of June 30, 2021 (Unaudited) and March 26, 2021 (Audited)
|
|
F-3
|
|
Statements
of Operations for the periods from February 10, 2021 (inception) through June 30, 2021 (Unaudited) and February 10, 2021 (inception)
through March 26, 2021 (Audited)
|
|
F-4
|
|
Statements
of Changes in Stockholders’ Equity for the period from February 10, 2021 (inception) through June 30, 2021 and February 10,
2021 (inception) through March 26, 2021
|
|
F-5
|
|
Statements
of Cash Flows for the period from February 10, 2021 (inception) through June 30, 2021 (Unaudited) and February 10, 2021 (inception)
through March 26, 2021
|
|
F-6
|
|
Notes
to Financial Statements
|
|
F-7
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Shareholders and Board of Directors of
Mount Rainier Acquisition Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheet
of Mount Rainier Acquisition Corp. (the “Company”) as of March 26, 2021, and the related statements of operations, changes
in stockholders’ equity and cash flows for the period from February 10, 2021 (inception) through March 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 March 26, 2021, and the results of its operations and its cash
flows for the period from February 10, 2021 (inception) through March 26, 2021, in conformity with accounting principles generally
accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 of the financial statements, the
Company’s business plan is dependent upon its completion of the proposed initial public offering described in Note 3 to the financial
statements. The Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds
to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as
a going concern. Management's plans in regard to these matters are also described in Note 1 and 3. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Marcum llp
Marcum llp
We have served as the Company’s auditor since 2021.
Hartford, CT
April 21, 2021, except for the second paragraph of note 7 as to
which the date is June 4, 2021
MOUNT RAINIER ACQUISITION
CORP.
BALANCE SHEETS
|
|
|
As of
|
|
|
As of
|
|
|
|
|
June 30, 2021
|
|
|
March 26, 2021
|
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
ASSETS:
|
|
|
|
|
|
|
|
Cash
|
|
$
|
903,963
|
|
|
$
|
1,000,000
|
|
|
Deferred offering costs associated with proposed public offering
|
|
|
192,420
|
|
|
|
101,000
|
|
|
Total Assets
|
|
$
|
1,096,383
|
|
|
$
|
1,101,000
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY:
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Related party promissory notes
|
|
$
|
975,000
|
|
|
$
|
975,000
|
|
|
Accrued offering and formation costs
|
|
|
101,000
|
|
|
|
105,500
|
|
|
Total current liabilities
|
|
$
|
1,076,000
|
|
|
$
|
1,080,500
|
|
|
Commitments and Contingencies (Note 5)
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity:
|
|
|
|
|
|
|
|
|
|
Common stock, $0.0001 par value; 10,000,000 shares authorized;
4,312,500 issued and outstanding
|
|
$
|
431
|
|
|
$
|
431
|
|
|
Additional paid-in capital
|
|
|
24,569
|
|
|
|
24,569
|
|
|
Accumulated deficit
|
|
|
(4,617
|
)
|
|
|
(4,500
|
)
|
|
Total stockholders’ equity
|
|
|
20,383
|
|
|
|
20,500
|
|
|
Total Liabilities and Stockholders’ Equity
|
|
$
|
1,096,383
|
|
|
$
|
1,101,000
|
|
|
|
(1) This number includes an aggregate of up to 562,500 shares of common
stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters
(see Notes 4 and 6).
|
The accompanying notes are an integral part
of these financial statements.
MOUNT RAINIER ACQUISITION
CORP.
STATEMENTS OF OPERATIONS
|
|
|
For the period from
|
|
|
For
the period
from
|
|
|
|
|
February
10, 2021
(inception)
|
|
|
February 10, 2021 (inception)
|
|
|
|
|
Through
June 30,
2021 (Unaudited)
|
|
|
Through
March 26,
2021 (Audited)
|
|
|
Formation costs
|
|
$
|
4,617
|
|
|
$
|
4,500
|
|
|
Net loss
|
|
$
|
(4,617
|
)
|
|
$
|
(4,500
|
)
|
|
Weighted average shares outstanding, basic and
diluted (1)
|
|
|
3,750,000
|
|
|
|
3,750,000
|
|
|
Basic and diluted net loss per share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
(1) This number excludes an aggregate of up to 562,500
shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see
Notes 4 and 6).
The accompanying notes are an integral part
of these financial statements.
MOUNT RAINIER ACQUISITION
CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’
EQUITY
For the period from February 10, 2021 (Inception)
through June 30, 2021 (Unaudited) and the period from
February 10, 2021 (Inception) through March 26, 2021 (Audited)
|
|
|
Common
Stock
|
|
|
Additional
Paid-In
|
|
|
Accumulated
|
|
|
Stockholders’
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Equity
|
|
|
February 10, 2021 (inception)
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Issuance
of common stock to Sponsor(1)
|
|
|
4,312,500
|
|
|
|
431
|
|
|
|
24,569
|
|
|
|
-
|
|
|
|
25,000
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,500
|
)
|
|
|
(4,500
|
)
|
|
March 26, 2021 (audited)
|
|
|
4,312,500
|
|
|
|
431
|
|
|
|
24,569
|
|
|
|
(4,500
|
)
|
|
|
20,500
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(117
|
)
|
|
|
(117
|
)
|
|
June 30, 2021 (unaudited)
|
|
|
4,312,500
|
|
|
$
|
431
|
|
|
$
|
24,569
|
|
|
|
(4,617
|
)
|
|
$
|
20,383
|
|
(1) Includes an aggregate of up to 562,500 shares subject
to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Notes 4 and 6).
The accompanying notes are an integral part
of these financial statements.
MOUNT RAINIER ACQUISITION
CORP.
STATEMENTS OF CASH FLOWS
|
|
|
For
the period
from
February
10, 2021
(inception)
Through
June 30,
2021 (Unaudited)
|
|
|
For
the period
from
February 10, 2021
(inception)
Through March
26, 2021 (Audited)
|
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(4,617
|
)
|
|
$
|
(4,500
|
)
|
|
Adjustments to reconcile net loss to cash used in operating
activities
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accrued offering
and formation costs
|
|
|
(91,420
|
)
|
|
|
4,500
|
|
|
Net cash used in operating activities
|
|
|
(96,037
|
)
|
|
|
-
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of Related
Party Promissory Notes
|
|
|
975,000
|
|
|
|
975,000
|
|
|
Proceeds from
issuance of Founder Shares to Sponsor
|
|
|
25,000
|
|
|
|
25,000
|
|
|
Net cash provided by financing activities
|
|
|
1,000,000
|
|
|
|
1,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash
|
|
|
1,000,000
|
|
|
|
1,000,000
|
|
|
Cash - beginning of the period
|
|
|
-
|
|
|
|
-
|
|
|
Cash - end of the period
|
|
$
|
903,963
|
|
|
$
|
1,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of noncash financing activities:
|
|
|
|
|
|
|
|
|
|
Deferred offering costs included
in accrued offering and formation costs
|
|
$
|
96,500
|
|
|
$
|
101,000
|
|
The accompanying notes are an integral part
of these financial statements.
MOUNT RAINIER ACQUISITION
CORP.
NOTES TO FINANCIAL STATEMENTS
Note 1 — Description of Organization, Business Operations,
Going Concern and Basis of Presentation
Mount Rainer Acquisition Corp. (the "Company")
is a blank check company incorporated in Delaware on February 10, 2021. The Company was formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses
(the "Business Combination"). The Company is an emerging growth company and, as such, the Company is subject to all of the
risks associated with emerging growth companies.
As of June 30, 2021, the Company had not commenced
any operations. All activity for the period from February 10, 2021 (inception) through June 30, 2021 relates to the Company’s formation
and the proposed initial public offering 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 DC Rainier SPV
LLC, a Delaware limited liability corporation (the "Sponsor"). The Company’s ability to commence operations is contingent
upon obtaining adequate financial resources through a proposed public offering (the "Proposed Public Offering") of 15,000,000
units of the Company (each, a "Unit" and collectively, the "Units") at $10.00 per Unit (or 17,250,000 Units if the
underwriter’s over-allotment option is exercised in full), which is discussed in Note 3.
The Company’s management has broad
discretion with respect to the specific application of the net proceeds of the Proposed Public Offering though substantially all of
the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the
Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business
Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below)
(excluding the amount of the business combination fee payable to A.G.P. as described in "Underwriting – Conflicts of Interest" held in Trust and taxes payable on the income earned on the Trust Account) at the time of the
agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if
the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise
acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the
Investment Company Act 1940, as amended (the "Investment Company Act"). Upon the closing of the Proposed Public Offering,
management has agreed that an amount equal to at least $10.00 per Unit sold in the Proposed Public Offering, and the sale of forward
purchase units, will be held in a trust account ("Trust Account") located in the United States with Continental Stock
Transfer & Trust Company acting as trustee, and invested only in United States "government securities" within the
meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds
meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.
government treasury obligations, 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 the holders (the
"Public Stockholders") of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share,
sold in the Proposed Public Offering (the "Public Shares") 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 stockholder meeting called to approve the
Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval
of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders
will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially
anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public
Shares will not be reduced by the business combination fee the Company will pay to the representative of the underwriters (as
discussed in Note 5). 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 the Financial Accounting Standards Board’s ("FASB")
Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." If the Company
seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in
favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an
amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the
Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended
and Restated Certificate of Incorporation (the "Certificate of Incorporation"), conduct the redemptions pursuant to the
tender offer rules of the U.S. Securities and Exchange Commission ("SEC") and file tender offer documents with the SEC
prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company
decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in
conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each
Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed
transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as
defined below) have agreed to vote their founder shares (as defined below in Note 4) and any Public Shares purchased during or after
the Proposed Public Offering in favor of a Business Combination. In addition, the initial stockholders 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.
The Certificate of Incorporation will provide
that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in
concert or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without
the prior consent of the Company. The holders of the founder shares (the "initial stockholders") have agreed not to propose
an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination
within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or
pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public
Shares in conjunction with any such amendment.
If the Company is unable to complete a
Business Combination within 18 months from the closing of the Proposed Public Offering (the "Combination Period") and the
Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will
(i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than
ten business days thereafter subject to lawfully available funds therefor, 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 its 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 Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any),
subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
the remaining stockholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The initial stockholders have agreed to waive
their rights to liquidating distributions from the Trust Account with respect to the founder shares if the Company fails to complete
a Business Combination within the Combination Period. However, if the initial stockholders 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
the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination
within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that
will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value
of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect
the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third
party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company,
or a prospective target business with which the Company has discussed entering into a transaction agreement (a "Target"), reduce
the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the lesser amount per Public Share held in
the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each
case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party
or Target that executed a waiver of any and all rights to seek access to the Trust Account 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 all vendors, service providers (other than 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.
Going Concern Consideration
As of June 30, 2021, the Company had $903,963
in cash and a working capital deficiency of $(172,037). Further, the Company has incurred and expects to continue to incur significant
costs in pursuit of its financing and acquisition plans. Management’s plans to address this need for capital through the Proposed
Public Offering. The Company cannot assure that its plans to raise capital or to consummate an initial Business Combination will be successful.
In addition, management is currently evaluating the impact of the COVID-19 pandemic on the industry and its effect on the Company’s
financial position, results its operations and/or search for a target company. See further discussion of the Company’s assessment
of the COVID-19 pandemic below.
These factors, among others, raise substantial
doubt about the Company’s ability to continue as a going concern for the twelve months following the issuance of these financial
statements. The financial statements do not include any adjustments that might result from its inability to consummate the Proposed Public
Offering or its inability to continue as a going concern.
COVID-19
On January 30, 2020, the World Health Organization
("WHO") announced a global health emergency because of a new strain of coronavirus (the "COVID-19 outbreak"). In
March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact
of the COVID-19 outbreak continues to evolve. Management continues to evaluate the impact of the COVID-19 outbreak 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 and/or search for a target company, the specific impact is not readily determinable as of the date of these
financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements are presented
in U.S. dollars in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP")
and pursuant to the rules and regulations of the SEC. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring
nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
All amounts included in the notes subsequent to March 26, 2021 are unaudited.
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 independent registered public
accounting firm 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 stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS
Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private
companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities
registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides
that 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 an 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 that is neither
an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible
because of the potential differences in accounting standards used.
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal
Depository Insurance Coverage limit of $250,000. At June 30, 2021, the Company has not experienced losses on these accounts and management
believes the Company is not exposed to significant risks on such accounts.
Financial Instruments
The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under FASB ASC 820, "Fair Value Measurement," approximates the carrying
amounts represented in the balance sheet.
Use of Estimates
The preparation of financial statements in conformity
with U.S. 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 during the reporting period. Actual results could differ from those estimates.
Deferred Offering Costs Associated with
the Proposed Public Offering
Deferred offering costs consist of legal, accounting,
underwriting fees and other costs incurred through the balance sheet date that are directly related to the Proposed Public Offering and
that will be charged to stockholders’ equity upon the completion of the Proposed Public Offering. Should the Proposed Public Offering
prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations.
Net Loss Per Share of Common Stock
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Weighted average shares were reduced for the effect of an aggregate of 562,500 shares of Common Stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). At June 30, 2021 and March 26, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of June 30, 2021 and March 26, 2021.
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2021 and March 26, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2021 and March 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. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from February 10, 2021 (inception) to June 30, 2021 and the period from February 10, 2021 (inception) to March 26, 2021.
Recent Accounting Pronouncements
The Company’s management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on the accompanying financial statements.
Note 3 — Proposed Public Offering
Pursuant to the Proposed
Public Offering, the Company intends to offer for sale 15,000,000 Units (17,250,000) units if the underwriters’ over-allotment option
is exercised in full) at a price of $10.00 per Unit.
Each Unit consists of one
share of common stock, par value $0.0001, and one warrant (“Warrants” or the “Public Warrants”). Each warrant
entitles the holder thereof to purchase one-half (1/2) of a share of common stock at a price of $11.50 per whole share, subject to adjustment
as described in the prospectus. The Company will not issue fractional shares. As a result, the holder must exercise Public Warrants in
multiples of two Warrants, at a price of $11.50 per whole share, subject to adjustment as described in this prospectus, to validly exercise
the Warrants. Each Warrant will become exercisable on the on the later of one year after the closing of this offering or the consummation
of an initial business combination and will expire five years after the completion of an initial business combination, or earlier upon
redemption.
Private Placement Units
The Sponsor, CEO and CFO
have agreed to purchase an aggregate of 251,200 units, at $10.00 per unit for a total purchase price of $2,512,000 (on a private placement
basis simultaneously with the consummation of this offering (the “private placement units”)). The private placement units
will be identical to the units sold in this offering. There will be no underwriting fees or commissions with respect to the private placement
units. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private
Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private
Placement Warrants will expire worthless.
Note 4 — Related Party Transactions
Founder Shares
During the period ended
June 30, 2021, the Sponsor, CEO and CFO acquired 4,312,500 founder shares (the “Founder Shares”) for an aggregate purchase
price of $25,000 or $0.006 per share. 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 purchase price of the Founder Shares was determined by dividing the amount of cash contributed
to the company by the aggregate number of Founder Shares issued. Up to 562,500 shares of common stock are subject to forfeiture by the
subscribers if the underwriters of the initial public offering of units of the Company, do not fully exercise their over-allotment option.
Related Party Promissory Note
The Sponsor and executives have agreed to loan the Company up to an aggregate total of $975,000 to be used for a portion of the expenses of this offering. As of June 30, 2021 and March 26, 2021, the Company has drawn upon $975,000 under the promissory notes with the Sponsor and executives. These notes are non-interest bearing and any outstanding balance on these notes are due immediately following the Company's proposed public offering.
Related Party Loans
In order to fund working
capital deficiencies or finance transaction costs in connection with an intended initial business combination, the founders, officers
and directors and their affiliates may, but are not obligated to, loan the Company funds as may be required. If the Company completes
its initial business combination, it may repay such loaned amounts out of the proceeds of the trust account released to the Company.
In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside
the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. The terms of
such loans by our founders, officers and directors and their affiliates if any, have not been determined and no written agreements exist
with respect to such loans.
Administrative Services Agreement
The Company has agreed to
pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services commencing on
the date that the securities are first listed on the Nasdaq. Upon completion of the Company’s initial business combination or its
liquidation, the Company will cease paying.
Note 5 — Commitments & Contingencies
Registration Rights
The holders of Founder Shares,
Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of common
stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans),
will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Proposed
Public Offering. These holders will be entitled to certain demand and "piggyback" registration rights. However, the registration
rights agreement will provide that we will not be required to effect or permit any registration or cause any registration statement to
become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the
filing of any such registration statements.
Underwriting Agreement
The Company will grant the
underwriters a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments at the Proposed Offering price, less
the underwriting discounts and commissions.
The underwriters will be
entitled to an underwriting discount of $0.0333 per Unit, or $500,000 in the aggregate, payable upon the closing of the Proposed Public
Offering. An additional fee equal to 4.0% of the gross proceeds of the public offering) will be payable to the representative of the
underwriters for services rendered in connection with the business combination. This business combination fee will become payable to
representative of 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.
Note 6 — Stockholders’ Equity
Common Stock
— The Company is authorized to issue 10,000,000 shares of common stock with a par value of $0.0001 per share. As of June 30, 2021 and March 26, 2021, 4,312,500 shares of common stock issued and outstanding and were held by the Sponsor, certain officers and directors (and of which 562,500 of such shares are subject to forfeiture to the extent that the underwriter's over-allotment option is not exercised in full) so that the Initial Stockholders will own 20% of the issued and outstanding shares after the Proposed Offering (assuming the Initial Stockholders do not purchase any Public Shares in the Proposed Offering and excluding the Founder Shares).
Holders of the common shares
will vote on all matters submitted to a vote of the Company's shareholders, except as required by law or stock exchange rule; provided
that holders of the common shares shall have the right to vote on the election of the Company's directors prior to the initial Business
Combination.
Warrants —
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 on the later of (a) 30 days after the
completion of a Business Combination or (b) 12 months from the closing of the Proposed Public Offering; provided in each case that the
Company has an effective registration statement under the Securities Act covering the common stock 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 holders are permitted to exercise their warrants on a cashless
basis under certain circumstances as a result of (i) the Company’s failure to have an effective registration statement by the 60th
business day after the closing of the initial Business Combination or (ii) a notice of redemption described under "Redemption
of warrants when the price per share of common stock equals or exceeds $10.00"). The Company has agreed that as soon as practicable,
but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially
reasonable efforts to file with the SEC and have an effective registration statement covering the common stock issuable upon exercise
of the warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after
the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those common stock until
the warrants expire or are redeemed. If the shares issuable upon exercise of the warrants are not registered under the Securities Act
in accordance with the above requirements, the Company 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 the Company will not be obligated to issue any shares to
holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the
securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if
the Company’s common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that
they satisfy the definition of a "covered security" under Section 18(b)(1) of the Securities Act, the Company may, at
its option, require holders of Public Warrants who exercise their warrants to do so on a "cashless basis" in accordance with
Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it 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 its 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 common stock 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 share of common stock (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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor
or such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from
such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of 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 common stock during the 20 trading day period starting on the trading day prior to the day on which the
Company consummates the initial Business Combination (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 under "Redemption of warrants for shares of Common
Stock" and "Redemption of warrants for cash" 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 Private Placement Warrants
are identical to the Public Warrants.
Redemption
of warrants when the price per share of common stock equals or exceeds $18.00: Once the warrants become exercisable, the Company
may redeem the outstanding 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;
and
|
|
|
·
|
if, and only if the last reported sale price of common
stock 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") equals or exceeds $18.00 per share (as adjusted).
|
The
Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering
the common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those common stock 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.
Redemption of warrants
when the price per share of common stock equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem
the outstanding warrants:
|
|
·
|
in whole and not in part;
|
|
|
·
|
at a price of $0.10 per warrant upon a minimum of 30 days’ prior
written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis after receiving notice
of redemption but prior to redemption and receive that number of common stock to be determined by reference to an agreed table based
on the redemption date and the "fair market value" of common stock;
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|
|
·
|
if, and only if the Reference Value equals or exceeds $10.00 per
share (as adjusted); and
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|
|
·
|
if, and only if the Reference Value is less than $18.00 per share (as
adjusted), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public
warrants. The "fair market value" of common stock shall mean the volume-weighted average price of common stock for 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 in connection with this redemption feature for more than 0.361 shares of our common stock per warrant
(subject to adjustment).
|
In no event will the Company
be required to net cash settle any warrant. 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.
Note 7 — Subsequent Events
The Company evaluated
subsequent events and transactions that occurred through April 21, 2021, the date that the financial statements were available to be
issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure
in the financial statements, except for the following:
On June 4, 2021, upon further
review of the proposed form of warrant agreement, management concluded that the Public and Private warrants to be issued pursuant to
the warrant agreement qualify for equity accounting treatment.
$150,000,000
Mount Rainier Acquisition Corp.
15,000,000 Units
PRELIMINARY PROSPECTUS
Sole
Book-Running Manager
A.G.P.
Co-Manager
Brookline Capital
Markets
a
division of Arcadia Securities, LLC
Qualified
Independent Underwriter
The
Benchmark Company, LLC
, 2021
Until , 2021 (25 days after the date of this prospectus),
all dealers that buy, sell or trade our shares of common stock, whether or not participating in this offering, may be required to deliver
a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect
to their unsold allotments or subscriptions.
INFORMATION NOT REQUIRED IN PROSPECTUS
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|
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:
|
SEC expenses
|
|
$
|
18,820
|
|
|
FINRA expenses
|
|
$
|
26,375
|
|
|
Accounting fees and expenses
|
|
$
|
40,000
|
|
|
Printing and engraving expenses
|
|
$
|
35,000
|
|
|
Legal fees and expenses
|
|
$
|
375,000
|
|
|
Nasdaq listing and filing fees
|
|
$
|
75,000
|
|
|
Miscellaneous(1)
|
|
$
|
91,805
|
|
|
Total
|
|
$
|
662,000
|
|
|
|
(1)
|
This amount represents additional expenses that may be incurred
by us in connection with the offering over and above those specifically listed above, including distribution and mailing costs, transfer
agent fees, warrant agent fees and trustee fees and any travel and road show expenses.
|
|
|
Item 14.
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Indemnification of Directors and officers.
|
Our amended and restated certificate of incorporation
will provide that all of our directors, officers, employees and agents shall be entitled to be indemnified by us to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law (“DGCL”). Section 145 of the Delaware General Corporation
Law concerning indemnification of officers, directors, employees and agents is set forth below.
Section 145. Indemnification of officers,
directors, employees and agents; insurance.
|
|
(a)
|
A corporation shall have power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that the person’s conduct was unlawful.
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|
|
(b)
|
A corporation shall have power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys’ fees) actually and
reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
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(c)
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To the extent that a present or former director or officer of a corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or
in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees)
actually and reasonably incurred by such person in connection therewith.
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(d)
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Any indemnification under subsections (a) and (b) of this section (unless ordered by a court)
shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former
director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set
forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director
or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors,
even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel
in a written opinion, or (4) by the stockholders.
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(e)
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Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil,
criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section.
Such expenses (including attorneys’ fees) incurred by former officers and directors or other employees and agents may be so paid
upon such terms and conditions, if any, as the corporation deems appropriate.
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(f)
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The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections
of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may
be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s
official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses
arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision
after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or
proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission
explicitly authorizes such elimination or impairment after such action or omission has occurred.
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(g)
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A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the
corporation would have the power to indemnify such person against such liability under this section.
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(h)
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For purposes of this section, references to “the corporation” shall include, in addition to
the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger
which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
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(i)
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For purposes of this section, references to “other enterprises” shall include employee benefit
plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan;
and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or
agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an
employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably
believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner
“not opposed to the best interests of the corporation” as referred to in this section.
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(j)
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The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall,
unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and administrators of such a person.
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(k)
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The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for
advancement of expenses or indemnification brought under this section or under any by law, agreement, vote of stockholders or disinterested
directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including
attorneys’ fees).
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Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or
otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of
expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.
In accordance with Section 102(b)(7) of
the DGCL, our amended and restated certificate of incorporation, will provide that no director shall be personally liable to us or any
of our stockholders for monetary damages resulting from breaches of their fiduciary duty as directors, except to the extent such limitation
on or exemption from liability is not permitted under the DGCL. The effect of this provision of our amended and restated certificate of
incorporation is to eliminate our rights and those of our stockholders (through stockholders’ derivative suits on our behalf) to
recover monetary damages against a director for breach of the fiduciary duty of care as a director, including breaches resulting from
negligent or grossly negligent behavior, except, as restricted by Section 102(b)(7) of the DGCL. However, this provision does
not limit or eliminate our rights or the rights of any stockholder to seek non-monetary relief, such as an injunction or rescission, in
the event of a breach of a director’s duty of care.
If the DGCL is amended to authorize corporate
action further eliminating or limiting the liability of directors, then, in accordance with our amended and restated certificate of incorporation,
the liability of our directors to us or our stockholders will be eliminated or limited to the fullest extent authorized by the DGCL, as
so amended. Any repeal or amendment of provisions of our amended and restated certificate of incorporation limiting or eliminating the
liability of directors, whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith,
will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to further
limit or eliminate the liability of directors on a retroactive basis.
Our amended and restated certificate of incorporation
will also provide that we will, to the fullest extent authorized or permitted by applicable law, indemnify our current and former officers
and directors, as well as those persons who, while directors or officers of our corporation, are or were serving as directors, officers,
employees or agents of another entity, trust or other enterprise, including service with respect to an employee benefit plan, in connection
with any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, against all expense, liability
and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in
settlement) reasonably incurred or suffered by any such person in connection with any such proceeding. Notwithstanding the foregoing,
a person eligible for indemnification pursuant to our amended and restated certificate of incorporation will be indemnified by us in connection
with a proceeding initiated by such person only if such proceeding was authorized by our board of directors, except for proceedings to
enforce rights to indemnification.
The right to indemnification which will be conferred by our amended
and restated certificate of incorporation is a contract right that includes the right to be paid by us the expenses incurred in defending
or otherwise participating in any proceeding referenced above in advance of its final disposition, provided, however, that if the DGCL
requires, an advancement of expenses incurred by our officer or director (solely in the capacity as an officer or director of our corporation)
will be made only upon delivery to us of an undertaking, by or on behalf of such officer or director, to repay all amounts so advanced
if it is ultimately determined that such person is not entitled to be indemnified for such expenses under our amended and restated certificate
of incorporation or otherwise.
The rights to indemnification and advancement
of expenses will not be deemed exclusive of any other rights which any person covered by our amended and restated certificate of incorporation
may have or hereafter acquire under law, our amended and restated certificate of incorporation, our bylaws, an agreement, vote of stockholders
or disinterested directors, or otherwise.
Any repeal or amendment of provisions of our amended
and restated certificate of incorporation affecting indemnification rights, whether by our stockholders or by changes in law, or the adoption
of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such
amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish
or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision
with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision. Our amended
and restated certificate of incorporation will also permit us, to the extent and in the manner authorized or permitted by law, to indemnify
and to advance expenses to persons other that those specifically covered by our amended and restated certificate of incorporation.
Our bylaws, which we intend to adopt immediately
prior to the closing of this offering, include the provisions relating to advancement of expenses and indemnification rights consistent
with those which will be set forth in our amended and restated certificate of incorporation. In addition, our bylaws provide for a right
of indemnity to bring a suit in the event a claim for indemnification or advancement of expenses is not paid in full by us within a specified
period of time. Our bylaws also permit us to purchase and maintain insurance, at our expense, to protect us and/or any director, officer,
employee or agent of our corporation or another entity, trust or other enterprise against any expense, liability or loss, whether or not
we would have the power to indemnify such person against such expense, liability or loss under the DGCL.
Any repeal or amendment of provisions of our bylaws
affecting indemnification rights, whether by our board of directors, stockholders or by changes in applicable law, or the adoption of
any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment
or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely
affect any right or protection existing thereunder with respect to any act or omission occurring prior to such repeal or amendment or
adoption of such inconsistent provision.
We will enter into indemnification agreements
with each of our officers and directors a form of which is to be filed as an exhibit to this Registration Statement. These agreements
will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by
reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
Pursuant to the Underwriting Agreement to be filed
as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the underwriters and the underwriters have agreed to indemnify
us against certain civil liabilities that may be incurred in connection with this offering, including certain liabilities under the Securities
Act.
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Item 15.
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Recent Sales of Unregistered Securities.
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On March 26, 2021, our sponsor, along
with certain of our directors and officers and the representative of the underwriters purchased 4,312,500 of our common shares for
an aggregate purchase price of $25,000, which includes 1,265,000 representative shares issued to A.G.P., and which serve as part of
the underwriting compensation for this offering. Such shares include an aggregate of up to 562,500 shares that are subject to
forfeiture to the extent that the over-allotment option is not exercised in full or in part so that our initial stockholders
(including the representative) will collectively own 20% of our issued and outstanding shares after this offering. 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 initial stockholders are accredited investors for purposes of Rule 501 of
Regulation D. No underwriting discounts or commissions were paid with respect to such sales.
In addition, our sponsor, CEO and CFO have committed to purchase from
us an aggregate of 251,200 private placement units at a price of $10.00 per unit ($2,512,000 in the aggregate). This purchase will take
place on a private placement basis simultaneously with the completion of our initial public offering. This issuance will be made pursuant
to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
No underwriting discounts or commissions will be paid with respect
to such sales.
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Item 16.
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Exhibits and Financial Statement Schedules.
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(a)
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The following exhibits are filed as part of this Registration Statement:
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* Previously filed
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(a)
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The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in
the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit
prompt delivery to each purchaser.
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(b)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
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(c)
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The undersigned registrant hereby undertakes that:
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(1)
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For purposes of determining any liability under the Securities Act of 1933, the information omitted from
the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared effective.
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(2)
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For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment
that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant
is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to
an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A,
shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such
date of first use.
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(4)
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For the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser
in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned
registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will
be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i)
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Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required
to be filed pursuant to Rule 424;
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(ii)
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Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant
or used or referred to by an undersigned registrant;
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(iii)
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The portion of any other free writing prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
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(iv)
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Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(d)
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The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to
this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement;
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(iii)
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To include any material
information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to
such information in the registration statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
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(4)
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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:
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(i)
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Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required
to be filed pursuant to Rule 424;
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(ii)
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Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant
or used or referred to by the undersigned registrant;
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(iii)
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The portion of any other free writing prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
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(iv)
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Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in New York, New York on the 20th day of August, 2021.
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MOUNT RAINIER ACQUISITION CORP.
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By:
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/s/ Matthew Kearney
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Name:
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Matthew Kearney
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Title:
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Chief Executive Officer
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Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Name
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Position
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Date
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Chief Executive Officer and Director
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/s/ Matthew Kearney
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(Principal Executive Officer)
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Matthew Kearney
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August 20, 2021
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Chief Financial Officer
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/s/ Young Cho
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(Principal Financial and Accounting Officer)
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Young Cho
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August 20, 2021
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Exhibit 1.1
15,000,000 Units
MOUNT
RAINIER ACQUISITION CORP.
UNDERWRITING AGREEMENT
New York, New York
___________, 2021
A.G.P./ Alliance Global Partners
590 Madison Avenue, 28th Floor, New York, NY 10022
As Representative of the Underwriters
named on Schedule A hereto
Ladies and Gentlemen:
Mount Rainier Acquisition
Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners
(the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which
the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein
as the “Underwriters” or, each underwriter individually, an “Underwriter”), and with The Benchmark
Company, LLC acting as the qualified independent underwriter (the “QIU”), as follows:
1. Purchase and Sale of Securities.
1.1. Units.
1.1.1.
Purchase of Units. On the basis of the representations and warranties herein contained, but subject to the terms and conditions
herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 15,000,000
units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.97 per Firm Unit.
Each Firm Unit consists of one share of common stock, $0.0001 par value per share (the “Common Stock”), and one redeemable
warrant (the “Warrant(s)”) to purchase one-half (1/2) of a share of Common Stock for $11.50 per share. The Common Stock
and Warrants included in the Firm Units will not be separately tradable until 90 days after the date hereof unless the Representative
informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with
the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet reflecting the Company’s
receipt of the gross proceeds of the Offering (defined below) and the sale of the Private Units (defined below) and issuing a press release
announcing when such separate trading will begin; provided that no fractional Warrants will be issued upon separation of the Units and
only whole Warrants will trade. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units
set forth opposite their respective names on Schedule A. The Firm Units are to be offered initially to the public (the “Offering”)
at the offering price of $10.00 per Firm Unit.
1.1.2.
Payment and Delivery. Delivery and payment for the Firm Units shall be made at 10:00 A.M., New York time, on the second
(2nd) Business Day following the commencement of trading of the Firm Units, or at such
earlier time as shall be agreed upon by the Representative and the Company at the offices of the Representative or at such other place
as shall be agreed upon by the Representative and the Company. The closing of the Offering is referred to herein as the “Closing”
and the hour and date of delivery and payment for the Firm Units is referred to herein as the “Closing Date.” Payment
for the Firm Units shall be made on the Closing Date through the facilities of Depository Trust Company (“DTC”) by
wire transfer in Federal (same day) funds. The Company shall receive an aggregate of approximately $151,350,000 net proceeds from the
sale of the Firm Units and the Private Units (as defined in section 1.3.3), of which $150,000,000 shall be deposited on the Closing Date
into the trust account (the “Trust Account”) established by the Company for the benefit of the Public Stockholders,
as described in the Registration Statement (as defined in Section 2.1.1 below) and pursuant to the terms of an Investment Management Trust
Agreement (the “Trust Agreement”) between the Company and American Stock Transfer & Trust Company (“AST&T”)
substantially in the form annexed as an exhibit to the Registration Statement. The remaining proceeds (less actual expense payments or
other fees payable pursuant to this Agreement) shall be paid to the order of the Company upon delivery of certificates (in form and substance
reasonably satisfactory to the Representative) representing the Firm Units (or through the facilities of the DTC for the account of the
Representative). The Firm Units shall be registered in such name or names and in such authorized denominations as the Representative may
request in writing at least two (2) Business Days (defined below) prior to the Closing Date. The Company will permit the Representative
to examine and package the Firm Units for delivery at least one (1) full Business Day prior to the Closing Date. The Company shall not
be obligated to sell or deliver the Firm Units except upon tender of payment by the Representative for all the Firm Units. As used herein,
the term “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York,
New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed
to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential
employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental
authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York, New York are
generally are open for use by customers on such day, and the term “Public Stockholders” means the holders of shares
of Common Stock sold in the Offering or acquired in the aftermarket, including any of the Insiders (as defined in Section 1.3.1 below)
to the extent they acquire such shares of Common Stock in the Offering or in the aftermarket (and solely with respect to such shares).
1.2. Over-Allotment Option
1.2.1.
The Representative shall have the option (the “Over-Allotment Option”) to purchase all or less than all of an
additional 2,250,000 Units (the “Option Units”) solely for the purposes of covering any over-allotments in connection
with the distribution and sale of the Firm Units. Such Option Units shall, at the Representative’s election, be purchased for each
account of the several Underwriters in the same proportion as the number of Firm Units set forth opposite such Underwriter’s name
on Schedule A hereto (subject to adjustment by the Representative to eliminate fractions). Such Option Units shall be identical in all
respects to the Firm Units. The Firm Units and the Option Units are hereinafter collectively referred to as the “Public Securities.”
No Option Units shall be sold or delivered unless the Firm Units previously have been, or simultaneously are, sold and delivered. The
right to purchase the Option Units, or any portion thereof, may be exercised from time to time and to the extent not previously exercised
may be surrendered and terminated at any time upon notice by the Representative to the Company. The purchase price to be paid for each
Option Unit (net of discounts and commissions) will be $10.00 per Option Unit.
1.2.2.
Exercise of Option. The Over-Allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative
as to all (at any time) or any part (from time to time) of the Option Units within forty-five (45) days after the Effective Date. The
Representative will not be under any obligation to purchase any Option Units prior to the exercise of the Over-Allotment Option. The Over-allotment
Option granted hereby may be exercised by the giving of oral notice to the Company by the Representative, which must be confirmed in accordance
with Section 10.1 herein setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for
the Option Units, if other than the Closing Date (the “Option Closing Date”), which shall not be earlier than the Closing
Date or be later than ten (10) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company
and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative.
Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Representative, and, subject to the terms
and conditions set forth herein, the Representative will become obligated to purchase, the number of Option Units specified in such notice.
1.2.3.
Payment and Delivery. Payment for the Option Units shall be made on the Option Closing Date at the Representative’s
election by wire transfer in Federal (same day) funds or by certified or bank cashier’s check(s) in New York Clearing House funds,
payable as follows: $10.00 per Option Unit shall be deposited in the Trust Account pursuant to the Trust Agreement upon delivery of certificates
(in form and substance satisfactory to the Representative) representing the Option Units (or through the facilities of DTC) for the account
of the Representative). The certificates representing the Option Units to be delivered will be in such denominations and registered in
such names as the Representative requests in writing not less than two full Business Days prior to the Closing Date or the Option Closing
Date, as the case may be, and will be made available to the Representative for inspection, checking and packaging at the aforesaid office
of the Company’s transfer agent or correspondent not less than one full Business Day prior to such Closing Date.
1.3. Private Placements.
1.3.1.
On March 26, 2021, the Company issued to DC Rainier SPV LLC (the “Sponsor”), the Company’s directors,
the Company’s Chief Executive Officer and Chief Financial Officer and the Representative for aggregate consideration of $25,000,
an aggregate of 4,312,500 shares of common stock (the “Founder Shares”) including an aggregate of 1,265,000 shares
of common stock issued to the Representative (the “Representative’s Shares”), in a private placement intended
to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting
discounts, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares
shall be held in escrow and subject to restrictions on transfer as set forth in the Registration Statement. The holders of the Founder
Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company
fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or
other similar business combination, or entering into contractual arrangements, with one or more businesses or entities (“Business
Combination”) within the required time period except with respect to any funds held outside of the Trust Account remaining after
payment of all fees and expenses, (ii) shall not be entitled to exercise any redemption rights with
respect to such Founder Shares and (iii) shall not be entitled to sell any such shares to the Company in any tender offer in connection
with a proposed Business Combination. To the extent that the Over-allotment Option is not exercised by the Underwriters in full
or in part, up to 562,500 of the Founder Shares shall be forfeited in an amount necessary to maintain the holders of Founder Shares’
20% ownership interest in the issued and outstanding shares of the Company after giving effect to the Offering and exercise, if any, of
the Underwriters’ Over-allotment Option (excluding any shares purchased in the Offering and any Private Shares purchased in the
Private Placement by the Company’s officers, directors or their affiliates (“Insiders”)).
1.3.2.
The holders of the Representative’s Shares will not sell, transfer, assign, pledge
or hypothecate any of the Representative’s Shares for a period of 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the
effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection
with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally,
pursuant to FINRA Conduct Rule 5110(e), the Representative’s Shares will not be the subject of any hedging, short sale, derivative,
put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately
following the effective date of the Registration Statement. The certificates for the Representative’s Shares shall contain legends
to reflect the above FINRA and contractual transfer restrictions. The holders of the Representative’s Shares shall have registration
rights as provided for in the Registration Rights Agreement (as defined in Section 2.24.5).
1.3.3.
Simultaneously with the Closing Date, the Sponsor and the Company’s Chief Executive Officer and Chief Financial Officer will
purchase from the Company pursuant to the Subscription Agreement (as defined in Section 2.24.2 below) an aggregate of 251,200 units (the
“Private Units”), each consisting of one share of Common Stock (the “Private Shares”) and one-half
of one warrant (the “Private Warrants” and together with the Private Units and Private Shares, the “Private
Securities”)), at a purchase price of $10.00 per Private Unit in a private placement (the “Private Placement”)
intended to be exempt from registration under the Act. The terms of the Private Units, Private Shares and Private Warrants are as described
in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable
in connection with the Private Placement.
1.4. Working Capital; Trust Account Proceeds.
1.4.1.
Working Capital. Upon consummation of the Offering, it is intended that approximately $750,000 of the proceeds from the
sale of the Firm Units and Private Units will be released to the Company to fund the working
capital requirements of the Company.
1.4.2.
Trust Account Proceeds. Prior to the liquidation of the Trust Account in the event the Company has not completed a Business
Combination as required by its Charter Documents (the “Termination Date”), interest income on the funds held in the
Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes
incurred by the Company, all as more fully described in the Prospectus.
2. Representations and Warranties of the Company. The Company represents and warrants to the Underwriters and the QIU
as follows:
2.1. Filing of Registration Statement.
2.1.1.
Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”)
a registration statement and any amendment or amendments thereto, on Form S-1 (File No. 333-256816), including any related preliminary
prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately
prior to the effectiveness of the registration statement), for the registration of the Public Securities under the Act, which registration
statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules
and regulations (the “Regulations”) of the Commission under the Act. Except as the context may otherwise require, such
registration statement, as amended, on file with the Commission at the time the registration statement became effective (“Effective
Date”) (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof
or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations), is
hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included
in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time
of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is
hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale,” as used in
the Act, means 5:00 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a Preliminary
Prospectus, which was included in the Registration Statement filed on [_______], 2021, for distribution by the Underwriter (such Preliminary
Prospectus used most recently prior to the Time of Sale, the “Statutory Prospectus”). If the Company has filed a Registration
Statement pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”),
then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such
462(b) Registration Statement. Other than a Rule 462(b) Registration Statement, which becomes effective upon filing, no other document
with respect to the Public Securities has been filed with the Commission. All of the Public Securities have been or will be registered
under the Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the
date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the
Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers
of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will
be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract.
2.1.2.
Pursuant to the Exchange Act. The Company has filed with the Commission a Registration Statement on Form 8-A (File Number
001-[____]) providing for the registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
of the Units, Common Stock and Warrants. The registration of the Units, Common Stock and Warrants under the Exchange Act has been declared
effective by the Commission on the date hereof.
2.2. No Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any federal or state regulatory authority
has issued any order or threatened to issue any order preventing or suspending the use of any Statutory Prospectus or Prospectus or has
instituted or, to the Company’s knowledge, threatened to institute any proceedings with respect to such an order.
2.3. Disclosures in Registration Statement.
2.3.1.
10b-5 Representation. At the time of effectiveness of the Registration Statement (or at the effective time of any post-effective
amendment to the Registration Statement) and at all times subsequent thereto up to the Closing Date, the Registration Statement, the Statutory
Prospectus and the Prospectus contained or will contain all material statements that are required to be stated therein in accordance with
the Act and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On
the Effective Date and at the Time of Sale, the Registration Statement did not, and on the Closing Date it will not, contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements
therein not misleading; on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any supplement
thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; and at the Time of Sale, the Statutory Prospectus
does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading; provided, however, that the representation and warranty made
in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information
furnished to the Company with respect to the Underwriters by the Underwriters expressly for use in the Registration Statement, the Statutory
Prospectus or Prospectus or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of the
names of the Underwriters, [the second sentence of the third paragraph included in the section captioned “Underwriting”,]
[the third sentence of the ninth paragraph included in the section captioned “Underwriting”,] and the subsections titled “Stabilization”
and “Selling Restrictions” included in the section captioned “Underwriting.”
2.3.2.
Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Statutory Prospectus
and the Prospectus conform to the descriptions thereof contained therein in all material respects and there are no agreements or other
documents required to be described in the Registration Statement, the Statutory Prospectus or the Prospectus or to be filed with the Commission
as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized
or described) to which the Company is a party or by which its property or business is or may be bound or affected and (i) that is referred
to in the Registration Statement or attached as an exhibit thereto, or (ii) is material to the Company’s business, has been duly
and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and,
to the Company’s knowledge, the other parties thereto, in all material respects in accordance with its terms, except (x) as such
enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y)
as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws,
and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses
and to the discretion of the court before which any proceeding therefor may be brought, and none of such agreements or instruments has
been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in breach or default thereunder
and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute
a breach or default thereunder. To the Company’s knowledge, performance by the Company of the material provisions of such agreements
or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental
agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation,
those relating to environmental laws and regulations.
2.3.3.
Prior Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for
the benefit of, any person or persons controlling, controlled by, or under common control with the Company since the date of the Company’s
formation, except as disclosed in the Registration Statement.
2.3.4.
Regulations. The disclosures in the Registration Statement, the Statutory Prospectus and the Prospectus concerning the effects
of foreign, federal, state and local regulation on the Company’s business as currently contemplated are correct in all material
respects and do not omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they
were made, not misleading.
2.4. Changes After Dates in Registration Statement.
2.4.1.
No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the
Statutory Prospectus and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse change
in the condition, financial or otherwise, or business prospects of the Company; (ii) there have been no material transactions entered
into by the Company, other than as contemplated pursuant to this Agreement; (iii) no member of the Company’s board of directors
or management has resigned from any position with the Company; and (iv) no event or occurrence has taken place which materially impairs,
or would likely materially impair, with the passage of time, the ability of the members of the Company’s board of directors or management
to act in their capacities with the Company as described in the Registration Statement, the Statutory Prospectus and the Prospectus.
2.4.2.
Recent Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration
Statement, the Statutory Prospectus and the Prospectus and except as may otherwise be indicated or contemplated herein or therein, the
Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii)
declared or paid any dividend or made any other distribution on or in respect to its shares.
2.5. Independent Accountants. Marcum LLP (“Accountant”), whose report is filed with the Commission as part
of the Registration Statement and included in the Registration Statement, the Statutory Prospectus and the Prospectus, are independent
registered public accountants as required by the Act, the Regulations and the Public Company Accounting Oversight Board (the “PCAOB”),
including the rules and regulations promulgated by such entity. To the Company’s knowledge, Accountant is duly registered and in
good standing with the PCAOB. Accountant has not, during the periods covered by the financial statements included in the Registration
Statement, the Statutory Prospectus and the Prospectus, provided to the Company any non-audit services, as such term is used in Section
10A(g) of the Exchange Act.
2.6. Financial Statements; Statistical Data.
2.6.1.
Financial Statements. The financial statements, including the notes thereto and supporting schedules included in the Registration
Statement, the Statutory Prospectus and the Prospectus, fairly present in all material respects the financial position and the results
of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in
conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout the
periods involved; and the supporting schedules included in the Registration Statement present fairly in all material respects the information
required to be stated therein in conformity with the Regulations. No other financial statements or supporting schedules are required to
be included or incorporated by reference in the Registration Statement, the Statutory Prospectus or the Prospectus. The Registration Statement,
the Statutory Prospectus and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including
contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material
current or future effect on the Company’s financial condition, changes in financial condition, results of operations, prospects,
liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. There are no pro forma or as adjusted
financial statements which are required to be included in the Registration Statement, the Statutory Prospectus or the Prospectus in accordance
with Regulation S-X of the Regulations which have not been included as so required.
2.6.2.
Statistical Data. The statistical, industry-related and market-related data included in the Registration Statement, the
Statutory Prospectus and/or the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes
are reliable and accurate, and such data agree with the sources from which they are derived.
2.7. Authorized Capital; Options, etc. The Company had at the date or dates indicated in each of the Registration Statement,
the Statutory Prospectus and the Prospectus, as the case may be, duly authorized, issued and outstanding capitalization as set forth in
the Registration Statement, the Statutory Prospectus and the Prospectus. Based on the assumptions stated in the Registration Statement,
the Statutory Prospectus and the Prospectus, the Company will have on the Closing Date the adjusted share capitalization set forth therein.
Except as set forth in, or contemplated by, the Registration Statement, the Statutory Prospectus and the Prospectus, on the Effective
Date and on the Closing Date, there will be no options, warrants, or other rights to purchase or otherwise acquire any authorized, but
unissued shares of Common Stock or any security convertible into shares of Common Stock, or any contracts or commitments to issue or sell
shares of Common Stock or any such options, warrants, rights or convertible securities.
2.8. Valid Issuance of Securities, etc.
2.8.1.
Outstanding Securities. All issued and outstanding securities of the Company have been duly authorized and validly issued
and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal
liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders
of any security of the Company or similar contractual rights granted by the Company. The outstanding securities of the Company conform
in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus.
All offers, sales and any transfers of the outstanding securities of the Company were at all relevant times either registered under the
Act and the applicable state securities or Blue Sky laws (based in part on the representations and warranties of the purchasers of the
Company’s securities) or exempt from such registration requirements.
2.8.2. Securities To Be Sold.
2.8.2.1.
The Public Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this
Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability
by reason of being such holders; the Public Securities are not and will not be subject to the preemptive rights of any holders of any
security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization,
issuance and sale of the Public Securities has been duly and validly taken. The Public Securities conform in all material respects to
the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus, as the case may be.
2.8.2.2.
The Private Securities (and underlying securities) have been duly authorized and reserved for issuance and when issued and paid
for in accordance with the Subscription Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not
and will not be subject to personal liability by reason of being such holders; the Private Securities
are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted
by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Private
Securities has been duly and validly taken. The Private Securities conform in all
material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus and the Prospectus, as
the case may be. The offer and sale of the Private Securities was exempt from the registration requirements of the Act.
2.8.2.3.
The Founder Shares (including the Representative’s Shares) have been duly authorized, duly and validly issued, fully paid
and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Founder
Shares (including the Representative’s Shares) are not and will not be subject to the preemptive rights of any holders of any security
of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization,
issuance and sale of the Founder Shares (including the Representative’s Shares) has been duly and validly taken. The Founder Shares
(including the Representative’s Shares) conform in all material respects to the descriptions thereof contained in the Registration
Statement, the Statutory Prospectus and the Prospectus, as the case may be.
2.8.3. No Integration. Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any
securities which are required to be “integrated” pursuant to the Act or the Regulations with the offer and sale of the Public
Securities pursuant to the Registration Statement.
2.9. Registration Rights of Third Parties. Except as set forth in the Registration Statement, the Statutory Prospectus and the
Prospectus, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of
the Company have the right to require the Company to register any such securities of the Company under the Act or to include any such
securities in a registration statement to be filed by the Company.
2.10. Validity and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Subscription Agreement, the Services
Agreement (as defined in Section 2.24.6 below), the Warrant Agreement, the Escrow Agreement (as defined in Section 2.24.7) and the Registration
Rights Agreement (collectively, the “Transaction Documents”)] have been duly and validly authorized by the Company
and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company,
enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification
or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance
and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought.
2.11. No Conflicts, etc. The execution, delivery, and performance by the Company of the Transaction Documents, the consummation
by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof
do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach or violation of, or conflict
with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition
of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement, obligation, condition,
covenant or instrument to which the Company is a party or bound or to which its property is subject except pursuant to the Trust Agreement;
(ii) result in any violation of the provisions of the Certificate of Incorporation of the Company, as amended (collectively, the “Charter
Documents”); or (iii) violate any existing applicable statute, law, rule, regulation, judgment, order or decree of any governmental
agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties, business or assets.
2.12. No Defaults; Violations. No material default or violation exists in the due performance and observance of any term, covenant
or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement
or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party
or by which the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not in violation
of any term or provision of its Charter Documents or in violation of any franchise, license, permit, applicable law, rule, regulation,
judgment or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties
or businesses.
2.13. Corporate Power; Licenses; Consents.
2.13.1.
Conduct of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations,
approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of
the date hereof to conduct its business for the purposes described in the Registration Statement, the Statutory Prospectus and the Prospectus.
The disclosures in the Registration Statement, the Statutory Prospectus and the Prospectus concerning the effects of foreign, federal,
state and local regulation on this Offering and the Company’s business purpose as currently contemplated are correct in all material
respects and do not omit to state a material fact required to be stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading. Since its formation and except as described in the Registration
Statement, the Company has conducted no business and has incurred no liabilities other than in connection with its formation and in furtherance
of the Offering.
2.13.2.
Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to
carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith
have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or
domestic, is required for the valid issuance, sale and delivery, of the Public Securities, Private Securities and Founder Shares (including
the Representative’s Shares) and the consummation of the transactions and agreements contemplated by the Transaction Documents and
as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal
and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).
2.14. D&O Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”)
completed by each of the Company’s officers, directors, 5% beneficial owners and owners of unregistered securities acquired within
the past 180 days (the “Respondents”) immediately prior to the initial filing of the Registration Statement and provided
to the Representative, as such Questionnaires may have been updated from time to time and confirmed by each of the Respondents, as well
as in the biographies previously provided to the Representative, is true and correct in all material respects and the Company has not
become aware of any information which would cause the information disclosed in the Questionnaires to become inaccurate and incorrect.
2.15. Litigation; Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation
or governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s
knowledge, any of the Respondents or any of the Insiders, which has not been disclosed in the Registration Statement, the Statutory Prospectus
and the Prospectus.
2.16. Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under
the laws of its jurisdiction of incorporation and is duly qualified to do business and is in good standing as a foreign corporation in
each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the
failure to qualify would not have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or
properties of the Company, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated
in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto) (a “Material Adverse Effect”).
2.17. No Contemplation of a Business Combination. The Company does not have any specific Business Combination under consideration
and it has not (nor has anyone on its behalf), directly or indirectly, contacted any prospective business (each, a “Target Business”)
or had any substantive discussions, formal or otherwise, with respect to such a transaction.
2.18. Transactions Affecting Disclosure to FINRA.
2.18.1.
To the Company’s knowledge, all information contained in the questionnaires (the “FINRA Questionnaires”)
completed by each of the Respondents and provided to the Representative, as such FINRA Questionnaires may have been updated from time
to time and confirmed by each of the Respondents, is true and correct in all material respects and the Company has not become aware of
any information which would cause the information disclosed in the FINRA Questionnaires to become inaccurate and incorrect.
2.18.2.
Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no claims, payments,
arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or
any Company Affiliate with respect to the sale of the Public Securities hereunder, the sale of the Private Securities or the Founder Shares
(including the Representative’s Shares) or any other arrangements, agreements or understandings of the Company or, to the Company’s
knowledge, any Insider that may affect the Underwriters’ compensation, as determined by FINRA.
2.18.3.
Except as described herein or in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company has not made
any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise,
in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to
the Company; (ii) to any “participating member,” as defined in FINRA Rule 5110, with respect to the Offering (“Participating
Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with any Participating
Member, within the 180-day period prior to the initial filing date of the Registration Statement with the Commission.
2.18.4.
To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no officer or director or any direct or indirect
beneficial owner of 10% or greater of any class of the Company’s securities, including the Insiders and holders of securities to
be purchased in the Private Placement (whether debt or equity, registered or unregistered, regardless of the time acquired or the source
from which derived) (any such individual or entity, a “Company Affiliate”) is a Participating Member, or a person associated
or affiliated with a Participating Member.
2.18.5.
To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate is an owner of stock or
other securities of a Participating Member (other than securities purchased on the open market).
2.18.6.
To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no Company Affiliate has made a subordinated
loan to any Participating Member.
2.18.7.
No proceeds from the sale of the Public Securities or Private Securities (excluding
underwriting compensation) will be paid to any Participating Member, or any persons associated or affiliated with a Participating Member,
except as specifically authorized herein.
2.18.8.
Other than the Representative’s Shares, the Company has not issued any warrants or other securities, or granted any options,
directly or indirectly to anyone who is a Participating Member within the 180-day period prior to the initial filing date of the Registration
Statement with the Commission, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus.
2.18.9.
To the Company’s knowledge, except as set forth in the FINRA Questionnaires, no person to whom securities of the Company
have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement with the Commission
has any relationship or affiliation or association with any Participating Member.
2.18.10.
To the Company’s knowledge, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus,
no Participating Member has a conflict of interest (as defined by FINRA rules) with the Company.
2.18.11.
Except with respect to the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement
(including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial
filing date of the Registration Statement with the Commission, which arrangement or agreement provides for the receipt of any item of
value and/or the transfer or issuance of any warrants, options, or other securities from the Company to a Participating Member, any person
associated with a Participating Member, any potential underwriters in the Offering and/or any related persons.
2.19. Taxes.
2.19.1.
There are no transfer taxes or other similar fees or charges under U.S. federal law or the laws of any U.S. state or any political
subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the
Company of the Public Securities.
2.19.2.
The Company has filed all U.S. federal, state and local tax returns that are required to be a filed or has requested extensions
thereof, except in any case in which the failure to so file would not have a Material Adverse Effect, and has paid all taxes required
to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing in due and payable,
except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse
Effect.
2.20. Foreign Corrupt Practices Act. Neither the Company nor any of the Respondents or any other person acting on behalf of the
Company is aware of or has taken any action, directly or indirectly, that: (i) would result in a violation by such persons of the Foreign
Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) or otherwise subject
the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding; (ii) if not done in the past, might
reasonably be expected to have had a Material Adverse Effect or (iii) if not continued in the future, might reasonably be expected to
materially and adversely affect the assets, business or operations of the Company, including, without limitation, given or agreed to give
any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any customer,
supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government
(domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a
position to help or hinder the business of the Company (or assist it in connection with any actual or proposed transaction). The Company’s
internal accounting controls and procedures are sufficient to cause the Company to comply with the FCPA.
2.21. Currency and Foreign Transactions Reporting Act. The operations of the Company are and have been conducted at all times
in material compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transaction Reporting
Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related
or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money
Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
2.22. Bank Secrecy Act; Money Laundering; Patriot Act. Neither the Company, nor to the Company’s knowledge, any Company
Affiliate, has violated: (i) the Bank Secrecy Act, as amended, (ii) the Money Laundering Laws or (iii) the Uniting and Strengthening of
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, and/or the rules and
regulations promulgated under any such law, or any successor law.
2.23. Officers’ Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to the Representative
or to its counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
2.24. Agreements With Company Affiliates.
2.24.1.
Insider Letters. The Company has caused to be duly executed legally binding and enforceable agreements (except (i) as such
enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii)
as enforceability of any indemnification contribution provision may be limited under foreign, federal and state securities laws, and (iii)
that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and
to the discretion of the court before which any proceeding therefor may be brought) in the form annexed as an exhibit to the Registration
Statement (the “Insider Letters”), pursuant to which each of the Respondents agrees to certain matters, including but
not limited to, the voting of the shares of Common Stock held by them and certain matters described as being agreed to by them under the
“Proposed Business” section of the Registration Statement, the Statutory Prospectus and Prospectus.
2.24.2.
Subscription Agreement. The Sponsor and the Company’s Chief Executive Officer and Chief Financial Officer have executed
and delivered a subscription agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Subscription
Agreement”), pursuant to which the Sponsor and the Company’s chief executive officer and Chief Financial Officer
have agreed, among other things, that they will purchase on the Closing Date the Private Units in
the Private Placement. Pursuant to the Subscription Agreement, the Sponsor and the Company’s Chief Executive Officer and
Chief Financial Officer have waived any and all rights and claims they may have to any proceeds,
and any interest thereon, held in the Trust Account in respect of the shares of Common Stock underlying the Private Units in the event
that a Business Combination is not consummated and the Trust Account is liquidated in accordance with the terms of the Trust Agreement.
The holders of the Private Units have agreed not to transfer any ownership interest in, except to permitted transferees or in certain
limited circumstances, the Private Securities until at least 30 days following the completion of the Business Combination.
2.24.3.
Non-Competition/Solicitation. To the Company’s knowledge, no Respondent is subject to any non-competition agreement
or non-solicitation agreement with any employer or prior employer which could materially affect such Respondent’s ability to be
and act in the capacity of a director or officer of the Company, as applicable.
2.24.4.
Loans. The Sponsor has agreed to make loans to the Company in the aggregate amount of up to $975,000, as described in the
Registration Statement (the “Insider Loan”). The Insider Loan will not bear any interest and will be repayable by the
Company on the consummation of the Offering.
2.24.5.
Registration Rights Agreement. The Company, the Insiders and the Representative have entered into a registration rights
agreement (“Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement,
whereby such parties will be entitled to certain registration rights with respect to their securities, as set forth in such Registration
Rights Agreement and described more fully in the Registration Statement.
2.24.6.
Administrative Services. The Company has entered into an agreement (“Services Agreement”) with the sponsor
of the Company, substantially in the form annexed as an exhibit to the Registration Statement, pursuant to which such entity will make
available to the Company, on the terms and subject to the conditions set forth therein, general and administrative services including
office space, utilities and secretarial support for the Company’s use for approximately $10,000 per month payable until the earlier
of the consummation by the Company of a Business Combination or the liquidation of the Trust Account.
2.24.7.
Escrow Agreement. The Company has caused the holders of the Founder Shares to enter into an escrow agreement (the “Escrow
Agreement”) with AST&T substantially in the form filed as an exhibit to the Registration Statement whereby the Founder Shares
(including the Representative’s Shares) will be held in escrow by AST&T for a period (the “Escrow Period”)
commencing on the Effective Date and expiring on the earlier of one year after the consummation of the Business Combination and the date
on which the closing price of the shares of Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations,
reorganizations, recapitalizations and other similar transactions) for any 20 trading days within a 30-trading day period commencing at
least 150 days following the consummation of the Business Combination, or earlier in each case in certain limited situations. During the
Escrow Period, such parties shall be prohibited from selling or otherwise transferring such Founder Shares, except in certain limited
circumstances set forth in the Escrow Agreement. To the Company’s knowledge, the Escrow Agreement is enforceable against the holders
of Founder Shares and will not, with or without the giving of notice or the lapse of time or both, result in a breach of, or conflict
with, any of the terms and provisions of, or constitute a default under, an agreement or instrument to which the holders of the Founder
Shares is a party.
2.25. Investment Management Trust Agreement. The Company has entered into the Trust Agreement with respect to certain proceeds
of the Offering and the Private Placement substantially in the form filed as an exhibit to the Registration Statement, pursuant to which
the funds held in the Trust Account may be released under limited circumstances. The Trust Agreement shall not be amended, modified or
otherwise changed in any way that modifies the rights or obligations of the Company without the prior written consent of the Representative.
2.26. Intentionally Omitted.
2.27. Warrant Agreement. The Company has entered into a warrant agreement with respect to the Warrants, Private Warrants and any
other warrants that may be issued by the Company with AST&T substantially in the form filed as an exhibit to the Registration Statement
(the “Warrant Agreement”).
2.28. Investments. No more than 45% of the “value” (as defined in Section 2(a)(41) of the Investment Company Act of
1940 (“Investment Company Act”)) of the Company’s total assets (exclusive of cash items and “Government
Securities,” as defined in Section 2(a)(16) of the Investment Company Act) consist of, and no more than 45% of the Company’s
net income after taxes is derived from, securities other than Government Securities.
2.29. Investment Company Act. The Company is not required, and upon the issuance and sale of the Public Securities as herein contemplated
and the application of the net proceeds therefrom as described in the Prospectus will not be required, to register as an “investment
company” under the Investment Company Act.
2.30. Subsidiaries. The Company does not own an interest in any corporation, partnership, limited liability company, joint venture,
trust or other business entity.
2.31. Related Party Transactions. No relationship, direct or indirect, exists between or among any of the Company or any Company
Affiliate, on the one hand, and any director, officer, customer or supplier of the Company or any Company Affiliate, on the other hand,
which is required by the Act, the Exchange Act or the Regulations to be described in the Registration Statement, the Statutory Prospectus
and the Prospectus, which is not so described as required. There are no outstanding loans, advances or guarantees of indebtedness by the
Company to or for the benefit of any of the officers or directors of the Company or any of their respective family members, except as
disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has not extended or maintained credit,
arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or officer
of the Company.
2.32. No Influence. The Company has not offered, or caused the Underwriters to offer, the Firm Units to any person or entity with
the intention of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s
or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish
favorable information about the Company or any such affiliate.
2.33. Sarbanes-Oxley. The Company is in material compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended
(“SOX”), and the rules and regulations promulgated thereunder and related or similar rules and regulations promulgated
by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.
2.34. Nasdaq Eligibility. As of the Effective Date, the Public Securities have been approved for listing on the Nasdaq Capital
Markets (“Nasdaq”), subject to official notice of issuance and evidence of satisfactory distribution. There is and
has been no failure on the part of the Company or any of the Company's directors or officers, in their capacities as such, to comply with
(as and when applicable), and immediately following the effectiveness of the Registration Statement the Company will be in compliance
with, the rules of Nasdaq, as amended.
2.35. Emerging Growth Status. From the date of the Company’s formation through the date hereof, the Company has been and
is an “emerging growth company,” as defined in Section 2(a) of the Act (an “Emerging Growth Company”).
2.36. Free-Writing Prospectus and Testing-the-Waters. The Company has not made any offer relating to the Public Securities that
would constitute an issuer free writing prospectus, as defined in Rule 433 under the Act, or that would otherwise constitute a “free
writing prospectus” as defined in Rule 405. The Company (a) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters
Communications with the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule
144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (b) has not authorized
anyone to engage in Testing-the-Waters Communications other than its officers and the Representative and individuals engaged by the Representative.
The Company has not distributed any written Testing-the-Waters Communications other than those listed on Schedule B hereto. As used herein,
“Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance
on Section 5(d) of the Act.
2.37. Disclosure Controls and Procedures. The Company maintains effective “disclosure controls and procedures” (as
defined under Rule 13a-15(e) under the Exchange Act to the extent required by such rule).
2.38. Definition of “Knowledge”. As used in herein, the term “knowledge of the Company” (or similar
language) shall mean the knowledge of the Company’s executive officers and directors, with the assumption that such officers and
directors shall have made reasonable and diligent inquiry of the matters presented.
3. Covenants of the Company. The Company covenants and agrees as follows:
3.1. Amendments to Registration Statement. The Company will deliver to the Representative, prior to filing, any amendment or
supplement to the Registration Statement or Prospectus proposed to be filed after the Effective Date and shall not file any such amendment
or supplement to which the Representative shall reasonably object in writing.
3.2. Federal Securities Laws.
3.2.1.
Compliance. During the time when a prospectus is required to be delivered under the Act, the Company will use reasonable
efforts to comply with all requirements imposed upon it by the Act, the Regulations and the Exchange Act and by the regulations under
the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities
in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Public Securities is required
to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel
for the Underwriters, the Statutory Prospectus and the Prospectus, as then amended or supplemented includes an untrue statement of a material
fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, or if it is necessary during such period to amend the Registration Statement or amend or supplement
the Statutory Prospectus and Prospectus to comply with the Act, the Company will notify the Representative promptly and prepare and file
with the Commission, subject to Section 3.1 hereof, an appropriate amendment to the Registration Statement or amendment or supplement
to the Statutory Prospectus and Prospectus (at the expense of the Company) so as to correct such statement or omission or effect such
compliance.
3.2.2.
Filing of Final Prospectus. The Company will file the Prospectus (in form and substance satisfactory to the Representative)
with the Commission pursuant to the requirements of Rule 424 of the Regulations.
3.2.3.
Exchange Act Registration. For a period of five years from the Effective Date (except in connection with a going private
transaction), or until such earlier time upon which the Trust Account is to be liquidated if a Business Combination has not been consummated
by the Termination Date: the Company (i) will use its best efforts to maintain the registration of the Common Stock and Warrants under
the provisions of the Exchange Act and (ii) will not deregister the Common Stock or Warrants under the Exchange Act without the prior
written consent of the Representative.
3.2.4.
Free Writing Prospectuses. The Company agrees that it will not make any offer relating to the Public Securities that would
constitute an issuer free writing prospectus, as defined in Rule 433 under the Act.
3.2.5.
Sarbanes-Oxley Compliance. As soon as it is legally required to do so, the Company shall take all actions necessary to obtain
and thereafter maintain material compliance with each applicable provision of SOX and the rules and regulations promulgated thereunder
and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction
over the Company.
3.3. Emerging Growth Company Status. The Company will promptly notify the Representative if the Company ceases to be an Emerging
Growth Company at any time prior to the earlier of five years after the consummation of the Company’s initial Business Combination,
or the liquidation of the Trust Account if a Business Combination is not consummated by the Termination Date.
3.4. Company
Lock-Up. During the period commencing on the effective date of this Agreement and ending 180 days after such date, the Company shall
not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge,
grant any option, right or warrant to purchase, lend or otherwise dispose of or agree to dispose of, directly or indirectly, any Firm
Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares
of Common Stock, (ii) 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, and the rules and regulations of the Commission promulgated thereunder, with respect to any
Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for,
shares of Common Stock, (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any Firm Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or
exercisable, or exchangeable for, shares of Common Stock, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, (iv) file or cause to be filed any registration statement with the Commission relating to the offering of any Firm
Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares
of Common Stock, (v) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional
bank, or (vi) publicly announce any intention to effect any transaction specified in clause (i), (ii), (iii), (iv) or (v). Notwithstanding
the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option
provided for in Section 1.2 hereof, (c) 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 Units (and underlying securities) and
(d) issue securities to the stockholders of the target company in connection with a Business Combination.
3.5. Delivery of Materials to Underwriters. The Company will deliver to each of the several Underwriters, without charge and
from time to time during the period when a prospectus is required to be delivered under the Act or the Exchange Act, such number of copies
of each Statutory Prospectus, the Prospectus and all amendments and supplements to such documents as such Underwriters may reasonably
request.
3.6. Effectiveness and Events Requiring Notice to the Representative. The Company will use its best efforts to cause the Registration
Statement to remain effective and will notify the Representative immediately and confirm the notice in writing: (i) of the effectiveness
of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus
or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any foreign or
state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in
any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the
Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or
request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this
Section 3.6 hereof that, in the judgment of the Company or its counsel, makes any statement of a material fact made in the Registration
Statement, the Statutory Prospectus or the Prospectus untrue or that requires the making of any changes in the Registration Statement,
the Statutory Prospectus and Prospectus in order to make the statements therein, (with respect to the Prospectus and the Statutory Prospectus
and in light of the circumstances under which they were made), not misleading. If the Commission or any foreign or state securities commission
shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the
lifting of such order.
3.7. Review of Financial Statements. Until the earlier of five years from the Effective Date, or until the liquidation of the
Trust Account if a Business Combination is not consummated by the Termination Date, the Company, at its expense, shall cause its regularly
engaged independent certified public accountants to review (but not audit) the Company’s financial statements for each of the first
three fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company’s Form 10-Q quarterly
report.
3.8. Affiliated Transactions.
3.8.1.
Business Combinations. The Company will not consummate a Business Combination with an entity that is affiliated with any
Insider unless in each case the Company obtains an opinion from an independent investment banking firm or another independent entity that
commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and a majority
of the Company’s disinterested and independent directors (if there are any) approve such transaction.
3.8.2.
Compensation. Except as disclosed in the Registration Statement, the Company shall not pay any Insider or Company Affiliate
or any of their affiliates any fees or compensation for services rendered to the Company prior to, or in connection with, either this
Offering or the Business Combination.
3.9. Secondary Market Trading and Standard & Poor’s. If the Company does not maintain the listing of the Public Securities
on Nasdaq or another national securities exchange, the Company will (i) apply to be included in Standard & Poor’s Daily News
and Corporation Records Corporate Descriptions for a period of five years from the consummation of a Business Combination, (ii) take such
commercially reasonable steps as may be necessary to obtain a secondary market trading exemption for the Company’s securities in
the State of California and (iii) take such other action as may be reasonably requested by the Representative to obtain a secondary market
trading exemption in such other states as may be requested by the Representative; provided that no qualification shall be required in
any jurisdiction where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation
doing business in such jurisdiction.
3.10. Investor Relations Firm. Promptly after the execution of a definitive agreement for a Business Combination, the Company
shall retain an investor relations firm with the expertise necessary to assist the Company both before and after the consummation of the
Business Combination for a term to be agreed upon by the Company and the Representative.
3.11. Reports to the Representative.
3.11.1.
Periodic Reports, etc. For a period of five years from the Effective Date or until such earlier time upon which the Company
is required to be liquidated and dissolved, the Company will furnish to the Representative and its counsel copies of such financial statements
and other periodic and special reports as the Company from time to time furnishes generally to holders of any class of its securities,
and promptly furnish to the Representative: (i) a copy of each periodic report the Company shall be required to file with the Commission;
(ii) a copy of every press release and every news item and article with respect to the Company or its affairs which was released by the
Company; (iii) a copy of each Current Report on Form 8-K and any Schedules 13D, 13G, 14D-1 or 13E-4 received or prepared by the Company;
(iv) five copies of each registration statement filed by the Company with the Commission under the Securities Act; and (v) such additional
documents and information with respect to the Company and the affairs of any future subsidiaries of the Company as the Representative
may from time to time reasonably request; provided that the Representative shall sign, if requested by the Company, a Regulation FD compliant
confidentiality agreement which is reasonably acceptable to the Representative and its counsel in connection with the Representative’s
receipt of such information. Documents filed with the Commission pursuant to Electronic Data Gathering, Analysis and Retrieval System
(“EDGAR”) shall be deemed to have been delivered to the Representative pursuant to this section.
3.11.2.
For a period of five years following the Effective Date or until such earlier time upon which the Company is required to be liquidated,
the Company shall retain a transfer agent and warrant agent acceptable to the Representative. AST&T is acceptable to the Underwriters.
3.12. Payment of Expenses. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to
the extent not paid at Closing Date, or such later date as may be agreed to by the Representative in its sole discretion, all fees and
expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation,
printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Statutory
Prospectus, and the final Prospectus and mailing of this Agreement and related documents, including the cost of all copies thereof and
any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii)
the printing, engraving, issuance and delivery of the Units, Common Stock and Warrants included in the Units, including any transfer or
other taxes payable thereon; (iii) Nasdaq filing fees or, if necessary, the qualification of the Public Securities under state or foreign
securities or Blue Sky laws; (iv) fees and expenses incurred in registering the Offering with FINRA; (v) fees and disbursements of the
transfer and warrant agent; (vi) the preparation and delivery of transaction lucite cubes or similar commemorative items in a style and
quantity as reasonably requested by the Representative, (vii) all costs and expenses of the Company associated with “road show”
marketing and “due diligence” trips for the Company’s management to meet with prospective investors, including without
limitation, all travel, food and lodging expenses associated with such trips incurred by the Company or such management; and (viii) all
other costs and expenses customarily borne by an issuer incident to the performance of its obligations hereunder which are not otherwise
specifically provided for in this Section 3.12; provided that the foregoing expenses shall not exceed $150,000 in the aggregate (provided,
however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of the Company’s engagement
letter with the Representative). The Company also agrees that it will pay for an investigative search firm of the Representative’s
choice to conduct an investigation of the principals of the Company as shall be mutually selected by the Representative and the Company.
If the Offering is consummated, the Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing
Date the expenses set forth above (which shall be mutually agreed upon between the Company and the Representative prior to the Closing
Date) to be paid by the Company to the Representative and others. If the Offering is not consummated for any reason (other than a breach
by the Representative of any of its obligations hereunder), then the Company shall reimburse the Representative in full for its out-of-pocket
accountable expenses actually incurred through such date, including, without limitation, reasonable fees and disbursements of counsel
to the Representative, up to a maximum of $50,000 (provided, however, that such expense cap in no way limits or impairs the indemnification
and contribution provisions of the Company’s engagement letter with the Representative).
3.13. Application of Net Proceeds. The Company will apply the net proceeds from this Offering received by it in a manner substantially
consistent with the application described under the caption “Use of Proceeds” in the Prospectus.
3.14. Delivery of Earnings Statements to Security Holders. The Company will make generally available to its security holders as
soon as practicable, but not later than the first day of the sixteenth full calendar month following the Effective Date, an earnings statement
(which need not be certified by independent public or independent certified public accountants unless required by the Act or the Regulations,
but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period of at least twelve consecutive
months beginning after the Effective Date.
3.15. Notice to FINRA.
3.15.1.
Assistance with Business Combination. For a period of sixty days following the Effective Date, in the event any person or
entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a Business Combination
candidate or to provide any similar Business Combination-related services, the Company will provide the following information (the “Business
Combination Information”) to the Representative: (i) complete details of all services and copies of agreements governing such
services (which details or agreements may be appropriately redacted to account for privilege or confidentiality concerns); and (ii) justification
as to why the person or entity providing the Business Combination-related services should not be considered an “underwriter and
related person” with respect to the Company’s initial public offering, as such term is defined in Rule 5110 of FINRA’s
Conduct Rules. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement
which the Company will file for purposes of soliciting shareholder approval for the Business Combination. Upon the Company’s delivery
of the Business Combination Information to the Representative, the Company hereby expressly authorizes the Representative to provide such
information directly to FINRA as a result of representations the Representative have made to FINRA in connection with the Offering.
3.15.2.
Broker/Dealer. In the event the Company intends to register as a broker/dealer, merge with or acquire a registered broker/dealer,
or otherwise become a member of FINRA, it shall promptly notify the Representative.
3.16. Stabilization. Neither the Company, nor, to its knowledge, any of its employees, officers, directors or shareholders (without
the consent of the Representative) has taken or will take, directly or indirectly, any action designed to or that has constituted or that
might reasonably be expected to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of the Units.
3.17. Internal Controls. From and after the Closing Date, the Company will maintain a system of internal accounting controls sufficient
to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization;
(ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain
accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization;
and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken
with respect to any differences.
3.18. Accountants. For a period of five years from the Effective Date or until such earlier time upon which the Trust Account
is required to be liquidated, the Company shall retain Accountant or other independent public accountants reasonably acceptable to the
Representative.
3.19. Form 8-K’s. The Company has retained Accountant to audit the balance sheet of the Company as of the Closing Date (the
“Audited Balance Sheet”) reflecting the receipt by the Company of the proceeds of the Offering and the Private Placement.
Within four (4) Business Days of the Closing Date, the Company shall file a Current Report on Form 8-K with the Commission, which Report
shall contain the Company’s Audited Balance Sheet. If the Over-Allotment Option has not been exercised on the Effective Date, the
Company will also file an amendment to the Form 8-K, or a new Form 8-K, to provide updated financial information of the Company to reflect
the exercise and consummation of the Over-Allotment Option.
3.20. FINRA. Until the Option Closing Date, if any, the Company shall advise the Representative if it is aware that any 10% or
greater shareholder of the Company becomes an affiliate or associated person of a FINRA member participating in the distribution of the
Public Securities.
3.21. Corporate Proceedings. All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement
and the transactions contemplated hereby shall have been done to the reasonable satisfaction to counsel for the Underwriters.
3.22. Investment Company. The Company shall cause the proceeds of the Offering to be held in the Trust Account to be invested
only as set forth in the Trust Agreement as in effect on the date hereof and disclosed in the Prospectus. The Company will otherwise conduct
its business in a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates a
Business Combination, it will be engaged in a business other than that of investing, reinvesting, owning, holding or trading securities.
3.23. Press Releases. The Company agrees that it will not issue press releases or engage in any other publicity, without the Representative’s
prior written consent (not to be unreasonably withheld), for a period of twenty-five (25) days after the Closing Date; provided that in
no event shall the Company be prohibited from issuing any press release or engaging in any other publicity required by law.
3.24. Electronic Prospectus. The Company shall cause to be prepared and delivered to the Representative, at its expense, promptly,
but in no event later than two (2) Business Days from the effective date of this Agreement, an Electronic Prospectus to be used by the
Underwriters in connection with the Offering. As used herein, the term “Electronic Prospectus” means a form of prospectus,
and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format,
satisfactory to the Representative, that may be transmitted electronically by the other Underwriters to offerees and purchasers of the
shares of Common Stock for at least the period during which a Prospectus relating to the shares of Common Stock is required to be delivered
under the Act; (ii) it shall disclose the same information as the paper prospectus and prospectus filed pursuant to EDGAR, except to the
extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced
in the electronic prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate;
and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Representative, that will allow
recipients thereof to store and have continuously ready access to the prospectus at any future time, without charge to such recipients
(other than any fee charged for subscription to the Internet as a whole and for on-line time). The Company hereby confirms that it has
included or will include in the Prospectus filed pursuant to EDGAR or otherwise with the Commission and in the Registration Statement
at the time it was declared effective an undertaking that, upon receipt of a request by an investor or his or her representative within
the period when a prospectus relating to the shares of Common Stock is required to be delivered under the Act, the Company shall transmit
or cause to be transmitted promptly, without charge, a paper copy of the Prospectus.
3.25.
Future Financings. The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any
public or private equity or debt financing prior to or in connection with the consummation of a Business Combination, unless all investors
in such financing expressly waive, in writing, any rights in or claims against the Trust Account.
3.26.
Nasdaq Maintenance. Until the consummation of a Business Combination, the Company will use commercially reasonable efforts
to maintain the listing by Nasdaq of the Units and the Common Stock and Warrants included within the Units.
3.27.
Private Placement Proceeds. On the Closing Date, the Company shall cause to be deposited $2,512,000 of proceeds from the
Private Placement into the Trust Account. On the Option Closing Date, if any, the Company shall cause to be deposited an amount of additional
proceeds from the additional Private Units sold on the Option Closing Date into the Trust
Account such that the amount of funds in the Trust Account shall be $10.00 per Public Share sold in the Offering.
3.28.
Reservation of Shares. The Company will reserve and keep available that maximum number of its authorized but unissued securities
which are issuable pursuant to the Warrants and the Private Securities (as well as any other warrants that may be issued and covered by
the Warrant Agreement) outstanding from time to time.
3.29.
Testing-the-Waters Communications. If at any time following the distribution of any Written Testing-the-Waters Communication,
there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would
include any untrue statement of a material fact or omitted or would omit to state any material fact necessary to make the statements therein
in light of the circumstances existing at that subsequent time, not misleading, the Company will promptly (i) notify the Representative
so that use of the Written Testing-the-Waters Communication may cease until it is amended or supplemented; (ii) amend or supplement, at
its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; and (iii) supply
any amendment or supplement to the Representative in such quantities as may be reasonably requested.
3.30.
Right of First Refusal. The Representative is hereby granted a right of first refusal for a period commencing on the consummation
of this Offering and continuing until the earlier of the consummation of an initial Business Combination or the liquidation of the Trust
Account in the event that the Company fails to consummate an initial Business Combination within the prescribed time period (but in no
event longer than twenty-four (24) months from the consummation of this Offering), to act as the sole investment banker, sole book-runner
and/or sole placement agent (with the Representative on the cover page of any offering materials related to such financing and holding
the role and responsibilities conventionally understood to be associated with such name placement, including, without limitation, billing,
delivery and stabilization), as the case may be and in the Representative’s sole discretion, for all public and private financings
where the Company seeks to raise equity, equity-linked, debt or mezzanine financings for the Company, any successor to or any subsidiary
of the Company, on terms customary to the Representative. The Representative shall have the sole right to determine whether or not any
other broker dealer shall have the right to participate in any such offering where the Representative acts as the sole investment banker,
sole book-runner and/or sole placement agent, and the economics of any such participation. Notwithstanding the foregoing, if the Representative
fails to accept an offer within sixty (60) calendar days after the mailing of a notice containing the material terms of a proposed financing
by registered mail or overnight courier service addressed to the Representative, then the Representative shall have no further claim or
rights with respect to the financing proposal contained in such notice; notwithstanding the foregoing, it is understood and agreed that
the material terms of any such proposed financing shall not be deemed to include any compensation payable by the Company to any investment
banker, finder, broker or other similar party in connection therewith as the Representative, should it agree to accept an offer to match
the material terms of such a proposed financing, shall be entitled to such compensation as is agreed to by and between the Company and
the Representative. If, however, the terms of such financing proposal are subsequently modified in any material respect, the preferential
right referred to herein shall apply to such modified proposal as if the original proposal had not been made. The Representative’s
failure to exercise its preferential right with respect to any particular proposal shall not affect its preferential rights relative to
future proposals.
4. Conditions.
4.1. Conditions of Underwriters’ Obligations. The obligations of the several Underwriters to purchase and pay for the Public
Securities, as provided herein, shall be subject to the continuing accuracy of the representations and warranties of the Company as of
the date hereof and as of the Closing Date and the Option Closing Date, if any, to the accuracy of the statements of officers of the Company
made pursuant to the provisions hereof and to the performance by the Company of its obligations hereunder and to the following conditions:
4.1.1.
Regulatory Matters.
4.1.1.1.
Effectiveness of Registration Statement. The Registration Statement shall have become effective not later than 5:00 p.m.,
New York time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative, and,
at the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings
for the purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the part of the Commission
for additional information shall have been complied with.
4.1.1.2.
FINRA Clearance. By the Effective Date, the Representative shall have received clearance from FINRA as to the amount of
compensation allowable or payable to the Underwriters as described in the Registration Statement.
4.1.1.3.
No Commission Stop Order. At the Closing Date, the Commission has not issued any order or threatened to issue any order
preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any part thereof, and has not instituted or, to the
Company’s knowledge, threatened to institute any proceedings with respect to such an order.
4.1.1.4.
Nasdaq Listing. The Public Securities shall have been approved for listing on Nasdaq, subject to official notice of issuance
and evidence of satisfactory distribution.
4.1.2.
Company Counsel Matters.
4.1.2.1.
Opinion of Company Counsel. On each of the Closing Date or the Option Closing Date, if any, the Representative shall have
received the favorable opinions (along with negative assurance letters) of Loeb & Loeb LLP, counsel to the Company, addressed to the
Representative as representative for the several Underwriters and in form mutually agreed to by the Company and the Representative.
4.1.2.2.
Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than
the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent
specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative)
of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the
extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various
jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any
such statements or certificates shall be delivered to the Underwriters’ counsel if requested. The opinions of counsels for the Company
and any opinion relied upon by such counsel for the Company shall include a statement to the effect that it may be relied upon by counsel
for the Underwriters in its opinion delivered to the Underwriters.
4.1.3. Cold Comfort Letter. At the time this Agreement is executed, and at the Closing Date and Option Closing Date, if any, the
Representative shall have received a letter, addressed to the Representative as representative for the several Underwriters and in form
and substance satisfactory in all respects to the Representative from Accountant dated, respectively, as of the date of this Agreement
and as of the Closing Date and Option Closing Date, if any:
(i)
Confirming that they are independent accountants with respect to the Company within the meaning of the Act and the applicable Regulations
and that they have not, during the periods covered by the financial statements included in the Registration Statement and the Prospectus,
provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act;
(ii)
Stating that in their opinion the financial statements of the Company included in the Registration Statement and the Prospectus
comply as to form in all material respects with the applicable accounting requirements of the Act and the published Regulations thereunder;
(iii)
Stating that they have compared specific dollar amounts, numbers of shares, percentages of revenues and earnings, statements and
other financial information pertaining to the Company set forth in the Registration Statement in each case to the extent that such amounts,
numbers, percentages, statements and information may be derived from the general accounting records, including work sheets, of the Company
and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the application of specified
readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted
auditing standards) set forth in the letter and found them to be in agreement; and
(iv)
Statements as to such other matters incident to the transaction contemplated hereby as the Representative may reasonably request.
4.1.4. Officers’ Certificates.
4.1.4.1.
Officers’ Certificate. As of each of the Closing Date and the Option Closing Date, if any, the Representative shall
have received a certificate of the Company signed by the Chairman of the Board or the Chief Executive Officer (in their capacities as
such), respectively, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement
to be performed or complied with by the Company prior to and as of the Closing Date and that the conditions set forth in Section 4.1.5
hereof have been satisfied as of such date and that, as of Closing Date, the representations and warranties of the Company set forth in
Section 2 hereof are true and correct. In addition, the Representative will have received such other and further certificates of officers
of the Company as the Representative may reasonably request.
4.1.4.2.
Secretary’s Certificate. As of each of the Closing Date and the Option Closing Date, if any, the Representative shall
have received a certificate of the Company signed by the Secretary of the Company, respectively, certifying: (i) that the Certificate
of Incorporation, as amended, of the Company are true and complete, have not been modified and are in full force and effect; (ii) that
the resolutions relating to the Offering are in full force and effect and have not been modified; (iii) all correspondence between the
Company or its counsel and the Commission; (iv) all correspondence between the Company or its counsel and Nasdaq; and (v) as to the incumbency
of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
4.1.5. No Material Changes. Prior to each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no
material adverse change or development involving a material adverse change in the condition or prospects or the business activities, financial
or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory
Prospectus and Prospectus; (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company
or any Company Affiliate before or by any court or foreign, federal or state commission, board or other administrative agency wherein
an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition
or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus and Prospectus; (iii) no stop order
shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission;
and (iv) the Registration Statement, the Statutory Prospectus and the Prospectus and any amendments or supplements thereto shall contain
all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all
material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus
or the Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus,
in light of the circumstances under which they were made), not misleading.
4.1.6.
Delivery of Agreements. On the Effective Date, the Company shall have delivered to the Representative executed copies of
the Transaction Documents.
4.1.7.
Private Units. On the Closing Date and the Option Closing Date, as applicable,
the Private Units have been purchased as provided for in the Subscription Agreement and the
purchase price for such securities shall be deposited into the Trust Account.
5. Indemnification.
5.1. Indemnification of Underwriters and QIU.
5.1.1.
General. Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each of the Underwriters
and each dealer selected by the Representative that participates in the offer and sale of the Public Securities (each a “Selected
Dealer”) and each of their respective directors, officers, partners and employees and each person, if any, who controls any
such Underwriter or Selected Dealer (“Controlling Person”) within the meaning of Section 15 of the Act or Section 20(a)
of the Exchange Act, and its counsel, against any and all loss, liability, claim, damage and expense whatsoever (including but not limited
to any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced
or threatened, or any claim whatsoever, whether arising out of any action between any of the Underwriters and the Company or between any
of the Underwriters and any third party or otherwise) to which they or any of them may become subject under the Act, the Exchange Act
or any other foreign, federal, state or local statute, law, rule, regulation or ordinance or at common law or otherwise or under the laws,
rules and regulation of foreign countries, arising out of or based upon any untrue statement or alleged untrue statement of a material
fact contained in (i) any Preliminary Prospectus, the Registration Statement, or the Prospectus (as from time to time each may be amended
and supplemented); (ii) in any post-effective amendment or amendments or any new registration statement and prospectus relating to any
of the Public Securities; or (iii) any application or other document or written communication (in this Section 5 collectively called “application”)
executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Public
Securities under the securities laws thereof or filed with the Commission, any foreign or state securities commission or agency, Nasdaq
(in each case other than statements contained in the section captioned “Selling Restrictions”); or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, unless such statement or omission was made in reliance upon and in conformity with written
information furnished to the Company with respect to an Underwriter by or on behalf of such Underwriter expressly for use in any Preliminary
Prospectus, the Registration Statement the Prospectus or any amendment or supplement thereof, or in any application, as the case may be,
which furnished written information, it is expressly agreed, consists solely of the information described in the proviso contained in
the last sentence of Section 2.3.1. With respect to any untrue statement or omission or alleged untrue statement or omission made in the
Preliminary Prospectus, the indemnity agreement contained in this paragraph shall not inure to the benefit of any Underwriter to the extent
that any loss, liability, claim, damage or expense of such Underwriter results from the fact that a copy of the Prospectus was not given
or sent to the person asserting any such loss, liability, claim or damage at or prior to the written confirmation of sale of the Public
Securities to such person as required by the Act and the Regulations, and if the untrue statement or omission has been corrected in the
Prospectus, unless such failure to deliver the Prospectus was a result of non-compliance by the Company with its obligations under Section
3.4 hereof. The Company agrees promptly to notify the Representative of the commencement of any litigation or proceedings against the
Company or any of its officers, directors or controlling persons in connection with the issue and sale of the Public Securities or in
connection with the Preliminary Prospectus, the Registration Statement or the Prospectus.
5.1.2.
QIU. Without limitation of and in addition to its obligations under Section 5.1.1, the Company agrees to indemnify and hold
harmless the QIU, its directors, officers, employees and agents and each person who controls the QIU within the meaning of either the
Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may
become subject, insofar as such losses, claims, damages or liabilities (or action in respect thereof) arise out of or are based upon the
QIU acting as a “qualified independent underwriter” (within the meaning of FINRA Rule 5121) in connection with the offering
contemplated by this Agreement, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that
the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability results from the gross negligence
or willful misconduct of the QIU.
5.1.3.
Procedure. If any action is brought against an Underwriter, the QIU or controlling person in respect of which indemnity
may be sought against the Company pursuant to Sections 5.1.1 and 5.1.2, such party shall promptly notify the Company in writing of the
institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject
to the reasonable approval of such Underwriter, QIU or controlling person, as applicable) and payment of actual expenses. Such Underwriter,
QIU or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such
counsel shall be at the expense of such Underwriter, QIU or such controlling person unless: (i) the employment of such counsel at the
expense of the Company shall have been authorized in writing by the Company in connection with the defense of such action; (ii) the Company
shall not have employed counsel to have charge of the defense of such action; or (iii) counsel to such indemnified party or parties shall
have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available
to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party
or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by the
Underwriter, QIU and/or controlling person shall be borne by the Company. Notwithstanding anything to the contrary contained herein, if
the Underwriter, QIU or controlling person shall assume the defense of such action as provided above, the Company shall have the right
to approve the terms of any settlement of such action which approval shall not be unreasonably withheld.
5.2. Indemnification of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company,
its directors, officers, and employees and agents who control the Company within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act, and its counsel, against any and all loss, liability, claim, damage and expense described in the foregoing indemnity
from the Company to the several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue
statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement
thereto, or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect
to such Underwriter by or on behalf of the Underwriter expressly for use in such Registration Statement, Preliminary Prospectus, the Prospectus
or any amendment or supplement thereto or in any such application, which furnished written information, it is expressly agreed, consists
solely of the information described in clause (ii) of the last sentence of Section 2.3.1. In case any action shall be brought against
the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Prospectus or any
amendment or supplement thereto or any application, and in respect of which indemnity may be sought against any Underwriter, such Underwriter
shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and
duties given to the several Underwriters by the provisions of Section 5.1.2.
5.3. Contribution.
5.3.1.
Contribution Rights. In order to provide for just and equitable contribution under the Act in any case in which (i) any
person entitled to indemnification under this Section 5 makes claim for indemnification pursuant hereto but it is judicially determined
(by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of
the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 5 provides
for indemnification in such case, or (ii) contribution under the Act, the Exchange Act or otherwise may be required on the part of any
such person in circumstances for which indemnification is provided under this Section 5 but is unavailable, then, and in each such case,
the Company and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated
by said indemnity agreement incurred by the Company and the Underwriters, as incurred, in such proportions that the Underwriters are responsible
for that portion represented by the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to the
initial offering price appearing thereon and the Company is responsible for the balance; provided, that, no person guilty of a fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 5.3.1, no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the Public Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay in respect of such
losses, liabilities, claims, damages and expenses. For purposes of this Section, each director, officer and employee of an Underwriter
or the Company, as applicable, and each person, if any, who controls an Underwriter or the Company, as applicable, within the meaning
of Section 15 of the Act shall have the same rights to contribution as the Underwriters or the Company, as applicable.
5.3.2.
Contribution Procedure. Within fifteen days after receipt by any party to this Agreement (or its representatives) of notice
of the commencement of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against
another party (“contributing party”), notify the contributing party of the commencement thereof, but the omission to
so notify the contributing party will not relieve it from any liability which it may have to any other party other than for contribution
hereunder. In case any such action, suit or proceeding is brought against any party, and such party notifies a contributing party or its
representatives of the commencement thereof within the aforesaid fifteen days, the contributing party will be entitled to participate
therein with the notifying party and any other contributing party similarly notified. Any such contributing party shall not be liable
to any party seeking contribution on account of any settlement of any claim, action or proceeding effected by such party seeking contribution
on account of any settlement of any claim, action or proceeding effected by such party seeking contribution without the written consent
of such contributing party. The contribution provisions contained in this Section are intended to supersede, to the extent permitted by
law, any right to contribution under the Act, the Exchange Act or otherwise available. The Underwriters’ obligations to contribute
pursuant to this Section 5.3 are several and not joint.
6. Default by an Underwriter.
6.1. Default Not Exceeding 10% of Firm Units. If any Underwriter or Underwriters shall default in its or their obligations to
purchase the Firm Units and if the number of the Firm Units with respect to which such default relates does not exceed in the aggregate
10% of the number of Firm Units that all Underwriters have agreed to purchase hereunder, then such Firm Units to which the default relates
shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2. Default Exceeding 10% of Firm Units. In the event that the default addressed in Section 6.1 above relates to more than 10%
of the Firm Units, the Representative may, in its discretion, arrange for it or for another party or parties to purchase such Firm Units
to which such default relates on the terms contained herein. If within one (1) Business Day after such default relating to more than 10%
of the Firm Units the Representative does not arrange for the purchase of such Firm Units, then the Company shall be entitled to a further
period of one (1) Business Day within which to procure another party or parties satisfactory to the Representative to purchase said Firm
Units on such terms. In the event that neither the Representative nor the Company arrange for the purchase of the Firm Units to which
a default relates as provided in this Section 6, this Agreement may be terminated by the Representative or the Company without liability
on the part of the Company (except as provided in Sections 3.12 and 5 hereof) or the several Underwriters (except as provided in Section
5 hereof); provided that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters
and to the Company for damages occasioned by its default hereunder.
6.3. Postponement of Closing Date. In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting
Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right
to postpone the Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever
changes may thereby be made necessary in the Registration Statement and/or the Prospectus, as the case may be, or in any other documents
and arrangements, and the Company agrees to file promptly any amendment to, or to supplement, the Registration Statement and/or the Prospectus,
as the case may be, that in the reasonable opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter”
as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party
to this Agreement with respect to such securities.
7. Additional Covenants.
7.1.
Additional Shares or Options. Except as described in the Registration Statement, the Company hereby agrees that until the
Company consummates a Business Combination, it shall not issue any shares of capital stock or any options or other securities convertible
into shares of capital stock or any preferred shares which participate in any manner in the Trust Account or which vote on a Business
Combination.
7.2.
Trust Account Waiver Acknowledgments. The Company hereby agrees that, prior to commencing its due diligence investigation
of any Target Business or obtaining the services of any vendor, it will use its reasonable best efforts to have such Target Business or
vendor acknowledge in writing, whether through a letter of intent, memorandum of understanding, agreement in principle or other similar
document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the
Prospectus, and understands that the Company has established the Trust Account, initially in an amount of $150,000,000 for the benefit
of the Public Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse
monies from the Trust Account only: (i) to the Public Stockholders in the event of the conversion of their shares upon consummation of
a Business Combination or amendment to the Company’s Charter relating to pre-Business Combination activity, (ii) to the Public Stockholders
in connection with the Company’s liquidation in the event the Company is unable to consummate a Business Combination within the
required time period or (iii) to the Company and others concurrently with, or after it consummates a Business Combination, and (b) for
and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination
with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not
have any right, title, interest or claim of any kind in or to any monies of the Trust Account (“Claim”) and waives
any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and
will not seek recourse against the Trust Account for any reason whatsoever. The foregoing letters shall substantially be in the form attached
hereto as Exhibit A and B, respectively.
7.3.
Insider Letters. The Company shall not take any action or omit to take any action which would cause a breach of any of the
Insider Letters executed between each Company Affiliate and the Representative and will not allow any amendments to, or waivers of, such
Insider Letters without the prior written consent of the Representative.
7.4.
Tender Offer, Proxy and Other Information. The Company shall provide the Representative with copies of all proxy or tender
offer documentation and other information and all related material sent to Public Stockholders in connection with a Business Combination.
7.5.
Rule 419. The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419
under the Act prior to the consummation of any Business Combination, including, but not limited to, using its best efforts to prevent
any of the Company’s outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a-51-1 under
the Exchange Act during such period.
7.6.
Presentation of Potential Target Businesses. The Company shall cause each of the Respondents to agree that, in order to
minimize potential conflicts of interest which may arise from multiple affiliations, the Respondents will present to the Company for its
consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until
the earlier of the consummation by the Company of a Business Combination or the liquidation of the Trust Account, subject to any pre-existing
fiduciary obligations the Respondents might have.
7.7.
Target Fair Market Value. The Company agrees that the Target Business that it acquires must have a fair market value equal
to at least 80% of the balance in the Trust Account (excluding any taxes) at the time of signing the definitive agreement for the Business
Combination with such Target Business. The fair market value of such business must be determined by the Board of Directors of the Company
based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value.
If the Board of Directors of the Company is not able to independently determine that the target business meets such fair market value
requirement, the Company will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity
that commonly renders valuation opinions. The Company is not required to obtain such an opinion as to the fair market value if the Company’s
Board of Directors independently determines that the Target Business does have sufficient fair market value.
8. Representations and Agreements to Survive Delivery. Except as the context otherwise requires, all representations,
warranties and agreements contained in this Agreement shall be deemed to be representations, warranties and agreements at the Closing
Date or Option Closing Date, as applicable, and such representations, warranties and agreements of the Underwriters and Company, including
the indemnity agreements contained in Section 5 hereof, shall remain operative and in full force and effect regardless of any investigation
made by or on behalf of any Underwriter, the Company or any controlling person, and shall survive termination of this Agreement or the
issuance and delivery of the Public Securities to the several Underwriters until the earlier of the expiration of any applicable statute
of limitations and the seventh (7th) anniversary of the Closing Date, at which time the representations, warranties and agreements shall
terminate and be of no further force and effect.
9. Qualified Independent Underwriter. The QIU represents that it is qualified to act as a “qualified independent
underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA. The Company hereby confirms that, at its request, the
QIU has acted as a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of FINRA in connection
with the offering of the Public Securities.
10. Effective Date of This Agreement and Termination Thereof.
10.1.
Effective Date. This Agreement shall become effective on the Effective Date at the time the Registration Statement is declared
effective by the Commission.
10.2.
Termination. The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date:
(i) if any domestic or international event or act or occurrence has materially disrupted or, in the Representative’s sole opinion,
will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock
Exchange, the NYSE American, Nasdaq or on the OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or
maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges
for prices for securities shall have been required on the OTC Bulletin Board or by order of the Commission or any other government authority
having jurisdiction, or (iii) if the United States shall have become involved in a war or an increase in existing major hostilities, or
(iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading
has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained
a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity (including, without limitation, a calamity
relating to a public health matter or natural disaster) or malicious act which, whether or not such loss shall have been insured, will,
in the Representative’s sole opinion, make it inadvisable to proceed with the delivery of the Firm Units, (vii) if the Company is
in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become
aware after the date hereof of a Material Adverse Effect on the Company, or such adverse material change in general market conditions,
including, without limitation, as a result of terrorist activities or any other calamity (including, without limitation, a calamity relating
to a public health matter or natural disaster) or crisis either within or outside the United States after the date hereof, or any increase
in any of the foregoing, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale
and/or delivery of the Firm Units or to enforce contracts made by the Underwriters for the sale of the Firm Units.
10.3.
Expenses. In the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified
herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out of pocket expenses related
to the transactions contemplated herein shall be governed by Section 3.12 hereof.
10.4. Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination
of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected
by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
11. Miscellaneous.
11.1. Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be
mailed by certified mail (with return receipt), delivered by e-mail transmission, hand or reputable overnight courier, or delivered by
facsimile transmission (with printed confirmation of receipt) and confirmed and shall be deemed given when so mailed, delivered by e-mail,
or faxed or transmitted (or if mailed, five days after such mailing):
If to the Representative:
A.G.P./Alliance Global Partners
590 Madison Avenue, 28th Floor
New York, NY 10022
Fax No.: (212) 624-2117
Attn: Thomas J. Higgins
Email:
With a copy (which shall not constitute
notice) to:
Manatt, Phelps & Phillips LLP
695 Town Center Drive, 14th Floor
Costa Mesa, California 92626
Fax No.: (714) 371-2550
Attn: Thomas J. Poletti, Esq.
Email:
If to the Company, to:
Mt. Rainier Acquisition Corp.
256 W. 38th Street, 15th Floor
New York, NY 10018
Attn:
Email: [______]
With a copy (which shall not constitute notice) to:
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Attn: Mitchell Nussbaum, Esq.
Facsimile: (212) 407-4990
Email:
11.2.
Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit
or affect the meaning or interpretation of any of the terms or provisions of this Agreement.
11.3.
Amendment. This Agreement may only be amended by a written instrument executed by each of the parties hereto.
11.4.
Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection
with this Agreement) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and
supersede all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
11.5.
Binding Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters,
the Company and the controlling persons, directors and officers referred to in Section 5 hereof, and their respective successors, legal
representatives and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under
or in respect of or by virtue of this Agreement or any provisions herein contained.
11.6.
Governing Law, Venue, etc. This Agreement shall be governed by and construed and enforced in accordance with the laws of
the State of New York, without giving effect to the conflict of laws principles thereof. Each of the Company and the Representative hereby
agrees that any action, proceeding, or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced
in the courts of the State of New York, New York County under the accelerated adjudication procedures of the Commercial Division, or in
the United States District Court for the Southern District of New York, as applicable, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. Each of the Company and the Representative hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company or the Representative,
respectively, may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Section 10.1 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon the Company or the Representative, respectively, in any action, proceeding, or claim. Each of the Company and the Representative
agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable
attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.
11.7.
Execution in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto
in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the
same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to
each of the other parties hereto. Delivery of a signed counterpart of this Agreement by fax or email/.pdf transmission shall constitute
valid and sufficient delivery thereof.
11.8.
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall
not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision
hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance
or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
11.9.
No Fiduciary Relationship. The Company hereby acknowledges that the Underwriters and QIU are acting solely as underwriters
in connection with the offering of the Public Securities. The Company further acknowledges that the Underwriters and QIU are acting pursuant
to a contractual relationship created solely by this Agreement entered into on an arm's length basis and in no event do the parties intend
that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person
in connection with any activity that the Underwriters and QIU may undertake or have undertaken in furtherance of the offering of the Public
Securities, either before or after the date hereof. The Underwriters and QIU hereby expressly disclaim any fiduciary or similar obligations
to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions,
and the Company hereby confirms its understanding and agreement to that effect. The Company, the Underwriters and QIU agree that they
are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views
expressed by the Underwriters or QIU to the Company regarding such transactions, including but not limited to any opinions or views with
respect to the price or market for the Public Securities, do not constitute advice or recommendations to the Company. The Company hereby
waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters and QIU with
respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated
by this Agreement or any matters leading up to such transactions.
[Signature Page Follows]
If the foregoing correctly
sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose,
whereupon this letter shall constitute a binding agreement between us.
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Very Truly Yours,
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MOUNT RAINIER ACQUISITION CORP.
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By:
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Name:
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Title:
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Agreed to and accepted
as of the date first written above:
A.G.P./ALLIANCE GLOBAL PARTNERS,
as Representative of the several Underwriters
THE BENCHMARK COMPANY, LLC,
as Qualified Independent Underwriter
[Signature Page to Underwriting Agreement]
SCHEDULE A
MT.
RAINIER ACQUISITION CORP.
15,000,000 Units
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Underwriter
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Number of Firm Units
to be Purchased
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A.G.P./Alliance Global Partners
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Brookline Capital Markets
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TOTAL
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15,000,000
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SCHEDULE B
EXHIBIT A
Form of Target Business Letter
Mount Rainier Acquisition Corp.
256 W. 38th Street, 15th Floor
New York, NY 10018
Ladies and Gentlemen:
Reference is made to the Final
Prospectus of Mt. Rainier Acquisition Corp. (the “Company”), dated ___________, 2021 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
We have read the Prospectus
and understand that the Company has established the Trust Account, initially in an amount of at least $150,000,000, for the benefit of
the Public Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies
from the Trust Account only upon the earlier of: (1) the completion of the Company’s initial business combination, (2) the redemption
of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate
of incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s
initial business combination or certain amendments to the Company’s charter prior thereto or to redeem 100% of the public shares
if the Company does not complete its initial business combination within 18 months from the closing of the offering or (ii) with respect
to any other provision relating to stockholders’ rights or pre-business combination activity, and (3) the redemption of the public
shares if the Company is unable to complete its initial business combination within 18 months from the closing of the offering, subject
to applicable law.
For and in consideration of
the Company agreeing to evaluate the undersigned for purposes of consummating a business combination with it, the undersigned hereby agrees
that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (each, a “Claim”)
and hereby waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with
the Company and will not seek recourse against the Trust Account for any reason whatsoever.
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Print Name of Target Business
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Authorized Signature of Target Business
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EXHIBIT B
Form of Vendor Letter
Mount Rainier Acquisition Corp.
256 W. 38th Street, 15th Floor
New York, NY 10018
Ladies and Gentlemen:
Reference is made to the Final
Prospectus of Mt. Rainier Acquisition Corp. (the “Company”), dated ___________, 2021 (the “Prospectus”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prospectus.
We have read the Prospectus
and understand that the Company has established the Trust Account, initially in an amount of at least $150,000,000, for the benefit of
the Public Stockholders and that, except for the interest earned on the amounts held in the Trust Account, the Company may disburse monies
from the Trust Account only upon the earlier of: (1) the completion of the Company’s initial business combination, (2) the redemption
of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate
of incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s
initial business combination or certain amendments to the Company’s charter prior thereto or to redeem 100% of the public shares
if the Company does not complete its initial business combination within 18 months from the closing of the offering or (ii) with respect
to any other provision relating to stockholders’ rights or pre-business combination activity, and (3) the redemption of the public
shares if the Company is unable to complete its initial business combination within 18 months from the closing of the offering, subject
to applicable law.
For and in consideration of
the Company agreeing to use the services of the undersigned, the undersigned hereby agrees that it does not have any right, title, interest
or claim of any kind in or to any monies in the Trust Account (each, a “Claim”) and hereby waives any Claim it may
have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against the Trust
Account for any reason whatsoever.
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Print Name of Vendor
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Authorized Signature of Vendor
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Exhibit 1.2
A.G.P./ALLIANCE GLOBAL PARTNERS
590 Madison Avenue, 28th Floor
New York, NY 10022
___________, 2021
Mount Rainier Acquisition Corp.
256 W. 38th Street, 15th Floor
New York, NY 10018
Ladies and Gentlemen:
This is to confirm our agreement
(this “Agreement”) whereby Mount Rainier Acquisition Corp., a Delaware corporation (“Company”),
has requested A.G.P./Alliance Global Partners (the “Advisor”) to assist it in connection with the Company’s initial
merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case,
a “Business Combination”) with one or more businesses or entities (each a “Target”) as described
in the Company’s Registration Statement on Form S-1 (File No. 333-256816), as amended, filed with the Securities and Exchange Commission
(“Registration Statement”) in connection with its initial public offering (“IPO”).
1. Services and Fees.
(a) The Advisor will, if requested by the Company:
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(i)
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Assist the Company in the transaction structuring and negotiation of a definitive purchase agreement with respect to the Business Combination;
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(ii)
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Hold meetings with Company stockholders to discuss the Business Combination and the Target’s attributes;
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(iii)
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Introduce the Company to potential investors to purchase the Company’s securities in connection with the Business Combination;
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(iv)
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Assist the Company in trying to obtain stockholder approval for the Business Combination, including assistance with the Company’s proxy statement or tender offer materials; and
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(v)
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Assist the Company with relevant financial analysis, presentations, press releases and filings related to the Business Combination or the Target.
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(b) As compensation for the
foregoing services, the Company will pay the Advisor a cash fee equal to 4.0% of the gross proceeds received by the Company in the IPO
including any proceeds from the full or partial exercise of the underwriters’ over-allotment option described in the Registration
Statement (“Fee”). The Fee shall be payable in cash and is due and payable to the Advisor by wire transfer at the closing
of the Business Combination (“Closing”) from the Trust Account (as defined below); provided that the Transaction Fee
shall not be paid prior to the date that is 60 days from the effective date of the Registration Statement unless such payment would not
be deemed underwriters’ compensation under FINRA Rule 5110.01 in connection with the IPO. If a proposed Business Combination is
not consummated for any reason, no Fee shall be due or payable to the Advisor hereunder. The Fee shall be exclusive of any finder’s
fees which may become payable to the Advisor pursuant to any subsequent agreement between the Advisor and the Company or the Target.
2. Expenses.
At the Closing, the Company
shall reimburse the Advisor up to $20,000 for its reasonable costs and expenses incurred (including the fees and disbursements of its
counsel) in connection with the performance of its services hereunder; provided, however, all expenses in excess of $5,000 in the aggregate
shall be subject to the Company’s prior written approval, which approval will not be unreasonably withheld. Reimbursable expenses
shall be due and payable to the Advisor by wire transfer at the Closing from the Trust Account.
3. Company Cooperation.
The Company will cooperate
with including, but not limited to, providing to the Advisor and its counsel, on a timely basis, all documents and information regarding
the Company and Target that the Advisor may reasonably request or that are otherwise relevant to the Advisor’s performance of its
obligations hereunder (collectively, the “Information”); making the Company’s management, auditors, consultants
and advisors available to the Advisor; and, using commercially reasonable efforts to provide the Advisor with reasonable access to the
management, auditors, suppliers, customers, consultants and advisors of Target. The Company will promptly notify the Advisor of any change
in facts or circumstances or new developments affecting the Company or Target or that might reasonably be considered material to the Advisor’s
engagement hereunder.
4. Representations; Warranties and Covenants.
The Company represents, warrants
and covenants to the Advisor that all Information it makes available to the Advisor by or on behalf of the Company in connection with
the performance of its obligations hereunder will not contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make statements made, in light of the circumstances under which they were made, not misleading as of the date thereof
and as of the consummation of the Business Combination.
5. Indemnity.
The Company shall indemnify
the Advisor and its affiliates and their respective directors, officers, employees, stockholders, representatives and agents in accordance
with the indemnification provisions set forth in Annex I hereto, all of which are incorporated herein by reference.
Notwithstanding the foregoing
and Annex I, the Advisor agrees, if there is no Closing, (i) that it does not have any right, title, interest or claim of any kind in
or to any monies in the Company’s trust account established in connection with the IPO (“Trust Account”) with
respect to this Agreement (each, a “Claim”); (ii) to waive any Claim it may have in the future as a result of, or arising
out of, any services provided to the Company hereunder; and (iii) to not seek recourse against the Trust Account with respect to the Fee.
6. Use of Name and Reports.
Without the Advisor’s
prior written consent, neither the Company nor any of its affiliates (nor any director, officer, manager, partner, member, employee, representative
or agent thereof) shall quote or refer to, in any filings with the Securities and Exchange Commission, any advice rendered by the Advisor
to the Company or any communication from the Advisor, in each case, in connection with performance of the Advisor’s services hereunder,
provided, that if any such quote or reference is required by applicable federal or state law, regulation or securities exchange rule,
then (i) the Company shall provide the Advisor with a draft of such disclosure prior to the filing being made; and (ii) the Advisor shall
be given the opportunity to comment on same; and (iii) the Advisor’s consent shall not be unreasonably withheld.
7. Status as Independent Contractor.
The Advisor shall perform
its services as an independent contractor and not as an employee of the Company or affiliate thereof. It is expressly understood and agreed
to by the parties that the Advisor shall have no authority to act for, represent or bind the Company or any affiliate thereof in any manner,
except as may be expressly agreed to by the Company in writing. In rendering such services, the Advisor will be acting solely pursuant
to a contractual relationship on an arm’s-length basis. This Agreement is not intended to create a fiduciary relationship between
the parties and neither the Advisor nor any of the Advisor’s officers, directors or personnel will owe any fiduciary duty to the
Company or any other person in connection with any of the matters contemplated by this Agreement.
8. Potential Conflicts.
The Company acknowledges that
the Advisor is a full-service securities firm engaged in securities trading and brokerage activities and providing investment banking
and advisory services from which conflicting interests may arise. Subject to applicable law, in the ordinary course of business, the Advisor
and its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own account
or the accounts of customers, in debt or equity securities of the Company, its affiliates or other entities that may be involved in the
transactions contemplated hereby. Nothing in this Agreement shall be construed to limit or restrict the Advisor or any of its affiliates
in conducting such business to the extent permitted by applicable law.
9. Entire Agreement.
This Agreement constitutes
the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings,
oral or written, with respect thereto. This Agreement may not be modified or terminated orally or in any manner other than by an agreement
in writing signed by the parties hereto.
10. Notices.
Any notices required or permitted
to be given hereunder shall be in writing and shall be deemed given when mailed by certified mail or private courier service, return receipt
requested, addressed to each party at its respective addresses set forth above, or such other address as may be given by a party in a
notice given pursuant to this Section, or delivered by facsimile transmission (with printed confirmation of receipt) and confirmed, or
by electronic transmission via PDF, and shall be deemed given when so mailed, delivered, or faxed or transmitted (or if mailed, three
days after such mailing).
11. Successors and Assigns.
This Agreement may not be
assigned by either party without the written consent of the other. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and, except where prohibited, to their successors and assigns.
12. Non-Exclusivity.
Nothing herein shall be deemed
to restrict or prohibit the engagement by the Company of other consultants providing the same or similar services or the payment by the
Company of fees to such other consultants. The Company’s engagement of any other consultant(s) shall not affect the Advisor’s
right to receive the Fee and reimbursement of expenses pursuant to this Agreement.
13. Applicable Law; Venue.
This Agreement shall be construed
and enforced in accordance with the laws of the State of New York without giving effect to conflict of laws.
In the event of any dispute
under this Agreement, then and in such event, each party hereto agrees that the dispute shall either be (i) resolved through final and
binding arbitration in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”)
or (ii) brought and enforced in the courts of the State of New York, County of New York under the accelerated adjudication procedures
of the Commercial Division, or the United States District Court for the Southern District of New York, in each event at the discretion
of the party initiating the dispute. Once a party files a dispute (if arbitration, by sending JAMS a Demand for Arbitration) with one
of the above forums, the parties agree that all issues regarding such dispute or this Agreement must be resolved before such forum rather
than seeking to resolve it through another alternative forum set forth above.
In the event the dispute is
brought before the AAA, the arbitration shall be brought before the AAA International Center for Dispute Resolution’s offices in
New York City, New York, will be conducted in English and will be decided by a panel of three arbitrators selected from the AAA Commercial
Disputes Panel. Each of the parties agrees that the decision and/or award made by the arbitrators shall be final and enforceable by any
court having jurisdiction over the party from whom enforcement is sought. Furthermore, the parties to any such arbitration shall be entitled
to make one motion for summary judgment within 60 days of the commencement of the arbitration, which shall be decided by the arbitrator[s]
prior to the commencement of the hearings.
In the event the dispute is brought by a party
in the courts of the State of New York or the United States District Court for the Southern District of New York, each party irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive. Each party hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Any such process or summons to be served upon a party may be served by transmitting
a copy thereof by registered or certified mail, postage prepaid, addressed to such party at the address set forth at the beginning of
this Agreement. Such mailing shall be deemed personal service and shall be legal and binding upon the party being served in any action,
proceeding or claim. The parties agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies)
all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the
preparation therefor.
The Company hereby appoints,
without power of revocation, Loeb & Loeb LLP, 345 Park Avenue, New York, New York 10154, Attn: Mitchell Nussbaum, Esq., as its agent
to accept and acknowledge on its behalf service of any and all process which may be served in any arbitration, action, proceeding or counterclaim
in any way relating to or arising out of this Agreement. The Company further agrees to take any and all action as may be necessary to
maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Agreement.
14. Counterparts.
This Agreement may be executed
in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.
If the foregoing correctly
sets forth the understanding between the Advisor and the Company with respect to the foregoing, please so indicate your agreement by signing
in the place provided below, at which time this letter shall become a binding contract.
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A.G.P./ALLIANCE GLOBAL PARTNERS
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By:
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Name:
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Title:
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AGREED AND ACCEPTED BY:
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MOUNT RAINIER ACQUISITION CORP.
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By:
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Name:
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Title:
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ANNEX I
Indemnification
In connection with the Company’s
engagement of A.G.P./Alliance Global Partners (an “Advisor”) pursuant to that certain letter agreement (“Agreement”)
of which this Annex forms a part, Mount Rainier Acquisition Corp. (the “Company”) hereby agrees, subject to the second
paragraph of Section 5 of the Agreement, to indemnify and hold harmless the Advisor and its affiliates and their respective directors,
officers, stockholders, agents and employees of any of the foregoing (collectively the “Indemnified Persons”), from
and against any and all claims, actions, suits, proceedings (including those of stockholders), damages, liabilities and expenses incurred
by any of them (including the reasonable fees and expenses of counsel), as incurred, (collectively a “Claim”), that
(A) are related to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any statements
omitted to be made) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with the
Company’s engagement of the Advisor, or (B) otherwise relate to or arise out of the Advisor’s activities on the Company’s
behalf under the Advisor’s engagement, and the Company shall reimburse any Indemnified Person for all expenses (including the reasonable
fees and expenses of counsel) as incurred by such Indemnified Person in connection with investigating, preparing or defending any such
claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified Person
is a party.
The Company will not, however,
be responsible for any Claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct of
any person seeking indemnification for such Claim. The Company further agrees that no Indemnified Person shall have any liability to the
Company for or in connection with the Company’s engagement of the Advisor except for any Claim incurred by the Company as a result
of such Indemnified Person’s gross negligence or willful misconduct.
The Company further agrees
that it will not, without the prior written consent of the Advisor which consent may not be unreasonably withheld, settle, compromise
or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder
(whether or not any Indemnified Person is an actual or potential party to such Claim), unless such settlement, compromise or consent includes
an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out of such Claim.
Promptly upon receipt by an
Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to which indemnification is being
sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint or of such assertion or institution but
failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent
such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by
such Indemnified Person, the Company will assume the defense of such Claim, including the employment of counsel reasonably satisfactory
to such Indemnified Person and the payment of the fees and expenses of such counsel. In the event, however, that legal counsel to such
Indemnified Person reasonably determines that having common counsel would present such counsel with a conflict of interest or if the defendant
in, or target of, any such Claim, includes an Indemnified Person and the Company, and legal counsel to such Indemnified Person reasonably
concludes that there may be legal defenses available to it or other Indemnified Persons different from or in addition to those available
to the Company, then such Indemnified Person may employ its own separate counsel to represent or defend him, her or it in any such Claim
and the Company shall pay the reasonable fees and expenses of such counsel. Notwithstanding anything herein to the contrary, if the Company
fails timely or diligently to defend, contest, or otherwise protect against any Claim, the relevant Indemnified Party shall have the right,
but not the obligation, to defend, contest, compromise, settle, assert crossclaims, or counterclaims or otherwise protect against the
same, and shall be fully indemnified by the Company therefor, including without limitation, for the reasonable fees and expenses of its
counsel and all amounts paid as a result of such Claim or the compromise or settlement thereof.
In addition, with respect
to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to
retain his, her or its own counsel therefor at his, her or its own expense.
The Company agrees that if
any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason then (whether or not either
Advisor is an Indemnified Person), the Company and the Advisor shall contribute to the Claim for which such indemnity is held unavailable
in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and the Advisor on the other, in
connection with the Advisor’s engagement referred to above, subject to the limitation that in no event shall the amount of the Advisor’s
contribution to such Claim exceed the amount of fees actually received by the Advisor from the Company pursuant to the Advisor’s
engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and the Advisor on the other, with respect
to the Advisor’s engagement shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received
by the Company or its stockholders as the case may be, pursuant to the transaction (whether or not consummated) for which the Advisor
is engaged to render services bears to (b) the fee paid or proposed to be paid to the Advisor in connection with such engagement.
The Company’s indemnity,
reimbursement and contribution obligations under this Agreement (a) shall be in addition to, and shall in no way limit or otherwise adversely
affect any rights that any Indemnified Party may have at law or at equity and (b) shall be effective whether or not the Company is at
fault in any way.
Exhibit 3.2
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MOUNT RAINIER ACQUISITION CORP.
Pursuant to Section 242 and 245 of the
Delaware General Corporation Law
MOUNT RAINIER ACQUISITION CORP., a corporation
existing under the laws of the State of Delaware, by its Chief Executive Officer, hereby certifies as follows:
1. The
name of the corporation is MOUNT RAINIER ACQUISITION CORP.
2. The
corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on February
10, 2021.
3. This
Amended and Restated Certificate of Incorporation restates and amends the Certificate of Incorporation of the corporation.
4. This
Amended and Restated Certificate of Incorporation was duly adopted by the directors and stockholders of the corporation in accordance
with the applicable provisions of the General Corporation Law of Delaware (“DGCL”).
5. The
Certificate of Incorporation of the corporation is hereby amended and restated to read in its entirety as follows:
FIRST: The
name of the corporation is MOUNT RAINIER ACQUISITION CORP. (hereinafter called the “Corporation”).
SECOND: The
registered office of the Corporation is located at 3411 Silverside Road, Tatnall Building. #104, City of Wilmington, County of New Castle,
19810. The name of its registered agent at that address is Corporate Creations Network Inc.
THIRD: The
purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.
FOURTH: The name and mailing address
of the incorporator is: Jaszick Maldonado, c/o Loeb & Loeb LLP, 345 Park Avenue, New York NY 10154.
FIFTH: The
total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 50,000,000, shares of common
stock, par value $0.0001 per share (“Common Stock”). The holders of the Common Stock shall exclusively possess all voting
power and each share of Common Stock shall have one vote.
SIXTH: This
Article Sixth shall apply during the period commencing upon the filing of this Amended and Restated Certificate of Incorporation and terminating
upon the consummation of any “Business Combination” (as defined below). A “Business Combination” shall mean any
merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination involving the
Corporation and one or more businesses or entities (“Target Business”), or entering into contractual arrangements that give
the Corporation control over such a Target Business, and, if the Corporation is then listed on a national securities exchange, the Target
Business has a fair market value equal to at least 80% of the balance in the Trust Fund (defined below), less any deferred underwriting
commissions and taxes payable on interest earned, at the time of signing a definitive agreement in connection with the initial Business
Combination. “IPO Shares” shall mean the shares sold pursuant to the registration statement on Form S-1 (“Registration
Statement”) filed with the Securities and Exchange Commission (“Commission”) in connection with the Corporation’s
initial public offering (“IPO”).
A. Prior
to the consummation of a Business Combination, the Corporation shall either (i) submit any Business Combination to its holders of Common
Stock for approval (“Proxy Solicitation”) pursuant to the proxy rules promulgated under the Securities Exchange Act of 1934,
as amended (“Exchange Act”), or (ii) provide its holders of IPO Shares with the opportunity to sell their shares to the Corporation
by means of a tender offer (“Tender Offer”).
B. If
the Corporation engages in a Proxy Solicitation with respect to a Business Combination, the Corporation will consummate the Business Combination
only if a majority of the then outstanding shares of Common Stock present and entitled to vote at the meeting to approve the Business
Combination are voted for the approval of such Business Combination.
C. In
the event that a Business Combination is consummated by the Corporation or the Corporation holds a vote of its stockholders to amend its
Certificate of Incorporation relating to stockholders’ rights or the Corporation’s pre-Business Combination activities, any
holder of IPO Shares who (i) voted on the proposal to approve such Business Combination or amend the Certificate of Incorporation, whether
such holder voted in favor or against such Business Combination or amendment, and followed the procedures contained in the proxy materials
to perfect the holder’s right to convert the holder’s IPO Shares into cash, if any, or (ii) tendered the holder’s IPO
Shares as specified in the tender offer materials therefore, shall be entitled to receive the Conversion Price (as defined below) in exchange
for the holder’s IPO Shares. The Corporation shall, promptly after consummation of the Business Combination or the filing of an
amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware, convert such shares into cash at a
per share price equal to the quotient determined by dividing (i) the amount then held in the Trust Fund (as defined below) plus any interest
earned and not previously released to the Corporation and not necessary to pay the Corporation’s taxes on such funds, by (ii) the
total number of IPO Shares then outstanding (such price being referred to as the “Conversion Price”). “Trust Fund”
shall mean the trust account established by the Corporation at the consummation of its IPO and into which the amount specified in the
Registration Statement is deposited. Notwithstanding the foregoing, a holder of IPO Shares, together with any affiliate of his, her or
its or any other person or entity with whom he, she or it is acting in concert or as a “group” (within the meaning of Section
13(d)(3) of the Exchange Act) (“Group”) with, will be restricted from demanding conversion in connection with a proposed Business
Combination with respect to more than an aggregate of 20% of the IPO Shares. Accordingly, all IPO Shares beneficially owned by such holder
or any other person or entity with whom such holder is acting in concert or as a Group in excess of 20.0% or more of the IPO Shares will
remain outstanding following consummation of such Business Combination in the name of the stockholder and not be converted.
D. The
Corporation will not consummate any Business Combination unless it (or any successor) has net tangible assets of at least $5,000,001 upon
consummation of such Business Combination.
E. In
the event that the Corporation does not consummate a Business Combination by 18 months from the consummation of the IPO (such date being
referred to as the “Termination Date”), the Corporation shall (i) cease all operations except for the purposes of winding
up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the IPO Shares for cash for
a redemption price per share as described below (which redemption will completely extinguish such holders’ rights as stockholders,
including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such
redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the DGCL, including the
adoption of a resolution by the Board of Directors pursuant to Section 275(a) of the DGCL finding the dissolution of the Corporation advisable
and the provision of such notices as are required by said Section 275(a) of the DGCL, dissolve and liquidate the balance of the Corporation’s
net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case
of (ii) and (iii) above) to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements
of applicable law. In such event, the per share redemption price shall be equal to the Trust Fund plus any interest earned on the funds
held in the Trust Fund and not previously released to the Corporation and not necessary to pay its taxes divided by the total number of
IPO Shares then outstanding.
F. A
holder of IPO Shares shall only be entitled to receive distributions from the Trust Fund in the event (i) he, she or it demands conversion
of his, her or its shares in accordance with paragraph C above or (ii) that the Corporation has not consummated a Business Combination
by the Termination Date as described in paragraph E above. In no other circumstances shall a holder of IPO Shares have any right or interest
of any kind in or to the Trust Fund.
G. Prior
to the consummation of the Corporation’s initial Business Combination, the Corporation may not issue (other than the IPO Shares)
any securities which participate in or are otherwise entitled in any manner to any of the proceeds in the Trust Fund or which vote as
a class with the Common Stock on a Business Combination.
H. If
any amendment is made to this Article Sixth that would modify the substance or timing of the Corporation’s obligation to provide
for the conversion of the IPO Shares in connection with an initial Business Combination or to redeem 100% of the IPO Shares if the Corporation
has not consummated an initial Business Combination within 18 months from the date of the consummation of the IPO, or with respect to
any other provision in this Article Sixth, the holders of IPO Shares shall be provided with the opportunity to redeem their IPO Shares
upon the approval of any such amendment, at the per-share price specified in paragraph C.
SEVENTH: The
following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:
A. Election
of directors need not be by ballot unless the Bylaws of the Corporation so provide.
B. The
Board of Directors shall have the power, without the assent or vote of the stockholders, to make, alter, amend, change, add to or repeal
the bylaws of the Corporation as provided in the Bylaws of the Corporation.
C. The
directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or
at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall
be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or
by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or
by proxy) shall be as valid and binding upon the Corporation and upon all the stockholders as though it had been approved or ratified
by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’
interests, or for any other reason.
D. In
addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the
provisions of the statutes of Delaware, of this Amended and Restated Certificate of Incorporation, and the Bylaws of the Corporation;
provided, however, that no bylaw so made shall invalidate any prior act of the directors which would have been valid if such bylaw had
not been made.
E. Any
or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of more
than a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class.
eightH:
A. A
director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section
174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize
corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. To the extent allowed by law, the doctrine
of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or directors,
and the Corporation renounces any expectancy that any of the directors or officers of the Corporation will offer any such corporate opportunity
of which he or she may become aware to the Corporation, except, the doctrine of corporate opportunity shall apply with respect to any
of the directors or officers of the Corporation only with respect to a corporate opportunity that was offered to such person solely in
his or her capacity as a director or officer of the Corporation and such opportunity is one the Corporation is legally and contractually
permitted to undertake and would otherwise be reasonable for the Corporation to pursue.
B. The
Corporation, to the full extent permitted by Section 145 of the DGCL, as amended from time to time, shall indemnify all persons whom it
may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil,
criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification
hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified
by the Corporation as authorized hereby.
C. Any
repeal or modification of any provision of this Article Eighth shall only be prospective and shall not affect the rights or protections
or increase the liability of any director under this Article Eighth in effect at the time of the alleged occurrence of any act or omission
to act giving rise to liability or indemnification.
D. Notwithstanding
the foregoing provisions of this Article Eighth, no indemnification nor advancement of expenses will extend to any claims made by the
Corporation’s officers and directors to cover any loss that such individuals may sustain as a result of such individuals’
agreement to pay debts and obligations to target businesses or vendors or other entities that are owed money by the Corporation for services
rendered or contracted for or products sold to the Corporation, as described in the Registration Statement.
NINTH: Whenever
a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation
and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in
a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed
for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver
or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class
of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner
as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or
of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any
reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class
of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.
tenth:
A. Unless
the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Court
of Chancery”) shall to the fullest extent permitted by law be the sole and exclusive forum for any (i) derivative action or proceeding
brought on behalf of the Corporation; (ii) action asserting a claim of breach of a fiduciary duty owed by any current or former director,
officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, or any claim for aiding and
abetting any such breach; (iii) action asserting a claim against the Corporation or any current or former director, officer or other employee
of the Corporation, arising out of or pursuant to any provision of the DGCL, this Amended and Restated Certificate of Incorporation or
the Bylaws of the Corporation (as each may be amended from time to time); and (iv) action asserting a claim against the Corporation or
any current or former director, officer or other employee of the Corporation, governed by the internal-affairs doctrine, except for, as
to each of (i) through (iv) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not
subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the
Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum
other than the Court of Chancery, or (C) arising under the federal securities laws, including the Securities Act of 1933, as amended,
as to which the Court of Chancery and the federal district court for the District of Delaware shall concurrently be the sole and exclusive
forums. This Section A of Article Tenth shall not apply to claims or causes of action brought to enforce a duty or liability created by
the Exchange Act or any other claim for which the federal district courts of the United States of America have exclusive jurisdiction.
Stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
B. If
any action the subject matter of which is within the scope of Paragraph A of this Article Tenth immediately above is filed in a court
other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder
shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware
in connection with any action brought in any such court to enforce Paragraph A of this Article Tenth immediately above (an “FSC
Enforcement Action”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service
upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.
C. If
any provision or provisions of this Article Tenth shall be held to be invalid, illegal or unenforceable as applied to any person or entity
or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of
such provisions in any other circumstance and of the remaining provisions of this Article Tenth (including, without limitation, each portion
of any sentence of this Article Tenth containing any such provision held to be invalid, illegal or unenforceable that is not itself held
to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not
in any way be affected or impaired thereby. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock
of the Corporation shall be deemed to have notice of and consented to the provisions of this Article Tenth.
ELEVENTH: The
Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation,
in the manner now or hereafter prescribed by statute and all rights conferred upon the stockholders herein are granted subject to this
reservation.
IN
WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by Matthew Kearney,
its Chief Executive Officer, as of the _____ day of _____, 2021.
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Matthew Kearney Chief Executive Officer
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Exhibit 4.1
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 623006 202
Mount Rainier Acquisition Corp.
UNITS CONSISTING OF ONE SHARE OF COMMON STOCK
AND ONE WARRANT TO PURCHASE ONE-HALF OF ONE SHARE OF COMMON STOCK
THIS CERTIFIES THAT
is the owner of Units.
Each Unit (“Unit”)
consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of Mount Rainier
Acquisition Corp., a Delaware corporation (the “Company”), and one redeemable warrant (the “Warrant”). Each
Warrant entitles the holder thereof to purchase one-half (1/2) of one (1) share of Common Stock at a price of $11.50 per share (subject
to adjustment). Only whole Warrants are exercisable. Each whole Warrant will become exercisable on the later of (i) thirty (30) days
after the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar
business combination with one or more businesses (each a “Business Combination”), or (ii) twelve (12) months
from the closing of the Company’s initial public offering, and, unless exercised earlier, will expire at 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 thereof or Company’s liquidation. The Common Stock and Warrants comprising the Units represented by this certificate
are not transferable separately prior to [•], 2021, unless A.G.P./Alliance Global Partners elects to allow separate trading
earlier, subject to the Company’s filing of a Current Report on Form 8-K with the Securities and Exchange Commission containing
an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Company’s initial public offering and
the Company issuing a press release announcing when separate trading will begin. The terms of the Warrants are governed by a Warrant
Agreement, dated as of [•], 2021, between the Company and American 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 6201 15th Avenue Brooklyn,
NY 11219, and are available to any Warrant holder on written request and without cost.
This certificate is not valid
unless countersigned by the Transfer Agent and Registrar of the Company.
This certificate shall be governed
by and construed in accordance with the internal laws of the State of New York.
Witness the facsimile signature
of a duly authorized signatory of the Company.
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Authorized Signatory
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Transfer Agent and Registrar
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Mount Rainier Acquisition Corp.
The Company will furnish
without charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of stock 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 — 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 — as tenants by the entireties
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(Cust)
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(Minor)
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JT TEN — 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 sell, assign and transfer unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE)
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
ZIP CODE, OF ASSIGNEE)
Units represented by the within Certificate,
and do hereby irrevocably constitute and appoint
Attorney to transfer the said Units on the books of the within
named Company with full power of substitution in the premises.
Dated
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Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.
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Signature(s) Guaranteed:
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THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE).
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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 in the event that (i) the Company redeems the shares of Common Stock sold in the Company’s initial public offering
and liquidates because it does not consummate an initial business combination by [•], 2023 (or such later date as the Company’s
amended and restated certificate of incorporation may be amended to provide for), (ii) the Company offers to redeem the shares of
Common Stock sold in its initial public offering in connection with a stockholder vote to amend the Company’s amended and restated
certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection
with the Company’s initial business combination or certain amendments to the Company’s certificate of incorporation prior
thereto or to redeem 100% of such Common Stock if it does not consummate an initial business combination by [•], 2023 or (B) with
respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, and the holder(s)
of this certificate elects to have the shares of Common Stock held by him, her or it redeemed pursuant to that offer, or (iii) if
the holder(s) seek(s) to redeem for cash his, her or its respective shares of Common Stock in connection with a tender offer
(or proxy solicitation, solely in the event the Company seeks stockholder approval of the proposed initial business combination) setting
forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have any right or interest
of any kind in or to the trust account.
Exhibit 4.2
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NUMBER
C-
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SHARES
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SEE REVERSE FOR CERTAIN DEFINITIONS
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CUSIP 623006 103
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Mount
Rainier Acquisition Corp.
INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE
COMMON STOCK
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE
SHARES OF COMMON STOCK, PAR VALUE $0.0001 OF
Mount Rainier Acquisition Corp.
(THE “COMPANY”)
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 shares of common stock if it is unable to complete a business combination by [•], 2023 (or such later date as
the Company’s amended and restated certificate of incorporation may be amended to provide for), all as more fully described in the
Company’s final prospectus dated [•], 2021.
This certificate is not
valid unless countersigned by the Transfer Agent and registered by the Registrar.
Witness the seal of the
Company and the facsimile signatures of its duly authorized officers.
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[Corporate Seal]
Delaware
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Chief Executive Officer Chief Financial Officer
Mount Rainier Acquisition Corp.
The Company will furnish
without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of stock 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 certificate of incorporation and all amendments thereto and resolutions of the Board of Directors
providing for the issue of securities (copies of which may be obtained from the secretary of the 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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as tenants in common
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UNIF GIFT MIN ACT
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Custodian
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TEN ENT
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as tenants by the entireties
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(Cust)
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(Minor)
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JT TEN
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as joint tenants with right of survivorship and not as tenants in common
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under Uniform Gifts to Minors 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 of the common stock represented by
the within Certificate, and hereby irrevocably constitutes and appoints
Attorney to transfer
the said shares of common stock on the books of the within named Company with full power of substitution in the premises.
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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By
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THE SIGNATURE(S) MUST
BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE).
In each case, as more
fully described in, and subject to the terms and conditions 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 in the event that (i) the Company redeems the shares of common
stock sold in the Company’s initial public offering and liquidates because it does not consummate an initial business combination
by [•], 2023 (or such later date as the Company’s amended and restated certificate of incorporation may be amended to provide
for), (ii) the Company offers to redeem the shares of common stock sold in its initial public offering properly submitted in connection
with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or
timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or certain
amendments to the Company’s certificate of incorporation prior thereto or to redeem 100% of such common stock if it does not consummate
an initial business combination by [•], 2023 or (B) with respect to any other provision relating to stockholders’ rights or
pre-initial business combination activity, and the holder(s) of this certificate elects to have the shares of Common Stock held by him,
her or it redeemed pursuant to that offer, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective
shares of common stock in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder approval
of the proposed initial business combination) setting forth the details of a proposed initial business combination. In no other circumstances
shall the holder(s) have any right or interest of any kind in or to the trust account.
Exhibit 4.3
[Form of Warrant Certificate]
[FACE]
Number
Warrants
THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED
FOR
IN THE WARRANT AGREEMENT DESCRIBED BELOW
MOUNT RAINIER ACQUISITION CORP.
Incorporated Under the Laws of the State of Delaware
CUSIP 623006 111
Warrant Certificate
This Warrant Certificate certifies that ,
or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”)
to purchase shares of common stock, $0.0001 par value per share (“Common Stock”), of Mount
Rainier Acquisition Corp., a Delaware corporation (the “Company”). Each whole Warrant entitles the holder, upon
exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid
and non-assessable shares of Common Stock 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-half fully paid and non-assessable share of Common Stock. No fractional shares will be issued upon exercise of any
Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, the
Company will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the Warrant holder.
The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events
set forth in the Warrant Agreement.
The initial Exercise Price
per share of Common Stock for any Warrant is equal to $11.50 per whole share. The Exercise Price is subject to adjustment upon the
occurrence of certain events set forth in the Warrant Agreement.
Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the
end of such Exercise Period, such Warrants shall become void.
Reference is hereby made
to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.
This Warrant Certificate
shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.
This Warrant Certificate
shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws
principles thereof.
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Mount Rainier Acquisition Corp.
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By:
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Name:
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Title:
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American Stock Transfer & Trust Company, LLC, 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 shares of Common
Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [__], 2021 (the “Warrant Agreement”),
duly executed and delivered by the Company to American Stock Transfer & Trust Company, LLC, a New York limited liability trust company,
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 shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the shares of Common Stock is current, except through “cashless exercise” as provided for in the Warrant
Agreement.
The Warrant Agreement provides
that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the
face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled
to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number
of shares of Common Stock to be issued to the holder of the Warrant.
Warrant Certificates, when
surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate
a like number of Warrants.
Upon due presentation for
registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.
The Company and the
Warrant Agent may deem and treat the Registered Holder(s) 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 stockholder 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
shares of Common Stock and herewith tenders payment for such shares of Common Stock to the order of Mount Rainier Acquisition Corp. (the “Company”)
in the amount of $ in accordance with the terms hereof. The undersigned requests
that a certificate for such shares of Common Stock be registered in the name of ,
whose address is and that such shares
of Common Stock be delivered to
whose address is . If said number
of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant
Certificate representing the remaining balance of such shares of Common Stock be registered in the name of ,
whose address is
and that such Warrant Certificate be delivered to ,
whose address is .
In the event that the Warrant
has been called for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless
exercise pursuant to Section 6.3 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.
In the event that the registration
statement required by Section 7.4 of the Warrant Agreement is not effective and current within ninety (90) days after the closing of the
initial business combination, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance
with subsection 3.3.1(d) of the Warrant Agreement.
In the event that the Warrant
may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock
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
shares of Common Stock. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder
(after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance
of such shares of Common Stock be registered in the name of ,
whose address is
and that such Warrant Certificate be delivered to ,
whose address is .
[Signature Page Follows]
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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 (OR ANY SUCCESSOR RULE)).
Exhibit 4.4
WARRANT AGREEMENT
This WARRANT AGREEMENT
(this “Agreement”) is made as of [●], 2021 between Mount Rainier Acquisition Corp. a Delaware corporation,
with offices at 256 W. 38th Street, 15th Floor, New York, NY 10018 (“Company”), and American Stock Transfer &
Trust Company, LLC, a New York limited purpose trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219, as warrant agent (“Warrant
Agent”). |
WHEREAS, the Company
is engaged in a public offering (“Public Offering”) of up to 17,250,000 units (including 2,250,000 units which may
be issued pursuant to an overallotment option granted to the underwriters of the Public Offering), each unit (the “Public Units”)
comprised of one share of common stock of the Company, par value $0.0001 (“Common Stock”), and one warrant, where each
whole warrant entitles the holder to purchase one-half (1/2) of one share of Common Stock at a price of $11.50 per whole share, subject
to adjustment as described herein, and, in connection therewith, will issue and deliver up to 17,250,000 warrants (the “Public
Warrants”) to the public investors in connection with the Public Offering; and
WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, No. 333-
(“Registration Statement”) and prospectus (“Prospectus”), for the registration, under the
Securities Act of 1933, as amended (“Act”) of, among other securities, the Public Warrants; and
WHEREAS, the Company
has received binding commitments (“Subscription Agreements”) from the Company’s sponsor, DC Rainier SPV LLC (the
“Sponsor”), Matthew Kearney, the Company’s Chief Executive Officer, and Young Cho, the Company’s Chief
Financial Officer, to purchase, simultaneously with the closing of the Public Offering, up to an aggregate of 251,200 units (the “Private
Units”), each containing one share of Common Stock and one warrant (the “Private Warrants”), each exercisable
to purchase one-half (1/2) of one share of Common Stock at a price of $11.50 per whole share, bearing the legend set forth in Exhibit B
hereto; and
WHEREAS, following consummation
of the Public Offering, the Company may issue additional warrants (“Post IPO Warrants” and together with the Public
Warrants and Private Warrants, the “Warrants”) in connection with, or following the consummation by the Company of,
a Business Combination (defined below); and
WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption, and exercise of the Warrants; and
WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective
rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent, as provided herein, the valid, binding, and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.
NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment of Warrant Agent.
The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such
appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.
2. Warrants.
2.1. Form of
Warrant. Each Warrant shall be issued in registered form only, 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 of Directors or
Chief Executive Officer and Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile of the Company’s
seal. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in
which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased
to be such at the date of issuance.
2.2. Uncertificated
Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be represented
by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or the facilities of The
Depository Trust Company (the “Depositary”) or other book-entry depositary system, in each case as determined by the
Board of Directors of the Company or by an authorized committee thereof. Any Warrant so issued shall have the same terms, force and effect
as a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance with the terms of this Agreement.
2.3. Effect of
Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned by the Warrant
Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.
2.4. Registration.
2.4.1. Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance
and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register
the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered
to the Warrant Agent by the Company.
2.4.2. Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant is then registered in the Warrant Register (“registered holder”) as the absolute
owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant
certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
2.5. Detachability
of Warrants. The securities comprising the Units will not be separately transferable until the 90th day following the date of the
Prospectus or, if such 90th day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are
generally open for normal business (a “Business Day”), then on the immediately succeeding Business Day following such
date, or earlier with the consent of A.G.P./Alloiance Global Partners (the “Representative”), but in no event will
the Representative allow separate trading of the securities comprising the Units until (i) the Company has filed a Current Report
on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public
Offering including the proceeds received by the Company from the exercise of the underwriters’ over-allotment option in the Public
Offering, if the over-allotment option is exercised prior to the filing of the Form 8-K, and (ii) the Company has issued
a press release and has filed a Current Report on Form 8-K announcing when such separate trading shall begin (the “Detachment
Date”).
2.6. Private
Warrant Attributes. The Private Warrants will be identical to the Public Warrants.
2.7. Post IPO
Warrants. The Post IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants except
as may be agreed upon by the Company.
3. Terms and Exercise of Warrants
3.1. Warrant
Price. Each Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Warrants), entitle the registered
holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of
Common Stock 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 refers to the price per share at
which the shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the
Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days;
provided, that the Company shall provide at least twenty (20) days’ prior written notice of such reduction to registered holders
of the Warrants and, provided further that any such reduction shall be applied consistently to all of the Warrants.
3.2. Duration
of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation
by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business
combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration
Statement) and (b) 12 months from
the date of the closing of the Public Offering,
and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date
on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided
in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”).
The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred
to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6
hereunder), as applicable, each outstanding Warrant 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 the close of business on the Expiration Date. The Company in its
sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide
at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any
such extension shall be applied consistently to all of the Warrants.
3.3. Exercise
of Warrants.
3.3.1. Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the
registered holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent,
in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed, and by
paying in full the Warrant Price for each share of Common Stock as to which the Warrant is exercised and any and all applicable taxes
due in connection with the exercise of the Warrant, as follows:
(a) in
lawful money of the United States, by good certified check or good bank draft payable to the order of the Warrant Agent or wire transfer;
(b) in
the event of a redemption pursuant to Section 6.1 hereof in which the Company’s management has elected to force all holders
of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common
Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants,
multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined below) by (y) the Fair Market
Value. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average reported closing
price of the shares of Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the
notice of redemption is sent to holders of the Warrants pursuant to Section 6 hereof; or
(c) in
the event the registration statement required by Section 7.4 hereof is not effective and current within ninety (90) days after
the closing of a Business Combination, by surrendering such Warrants for that number of shares of Common Stock equal to the quotient obtained
by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between
the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that
no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the exercise price. Solely for purposes
of this Section 3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the shares of Common
Stock for the ten (10) trading days ending on the trading day prior to the date of exercise.
3.3.2. Issuance
of shares of Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the
Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry
position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed
by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for
the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company
be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to
issue shares of Common Stock upon exercise of a Warrant unless the shares of Common Stock issuable upon such Warrant exercise has been
registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants.
In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant
shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser
of a Unit containing such Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying
such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance
would be unlawful.
3.3.3. Valid
Issuance. All the shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly
issued, fully paid and nonassessable.
3.3.4. Date of
Issuance. Each person in whose name any book entry position or certificate for shares of Common Stock is issued shall for all purposes
be deemed to have become the holder of record of such shares on the date on which the Warrant, or book entry position representing such
Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate, except that,
if the date of such surrender and payment is a date when the share transfer books of the Company or book entry system of the Warrant Agent
are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date
on which the share transfer books or book entry system are open.
3.3.5 Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained
in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election.
If the election is made by a holder, the Warrant Agent shall not cause the exercise of the holder’s Warrant, and such holder shall
not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such
person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.9% (the “Maximum
Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the
foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such person and its affiliates shall include
the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is
being made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion
of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any
convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation
contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
For purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding
shares of Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report
on Form 10-Q, current report on Form 8-K or other public filing with the SEC as the case may be, (2) a more recent
public announcement by the Company or (3) any other notice by the Company or the Warrant Agent setting forth the number of shares
of Common Stock outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within
two (2) Business Days, confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. In any
case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity
securities of the Company by the holder and its affiliates since the date as of which such number of outstanding shares of Common Stock
was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage
applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective
until the sixty-first (61st) day after such notice is delivered to the Company.
4. Adjustments.
4.1. Stock Dividends;
Split Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of
Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split up of shares of Common Stock, or other
similar event, then, on the effective date of such stock dividend, split up or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock.
4.2. Aggregation
of Shares. If after the date hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination,
reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation,
combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each
Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.
4.3 Extraordinary
Dividends. If the Company, at any time while the Warrants (or rights to purchase the Warrants) are outstanding and unexpired, shall
pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such
shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as
described in Subsection 4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion
rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination or an amendment to the
Company’s amended and restated certificate of incorporation, (d) as a result of the repurchase of shares of Common Stock by
the Company in connection with a tender offer as part of an initial Business Combination or (e) in connection with the Company’s
liquidation and the distribution of its assets upon its failure to consummate a Business Combination (any such non-excluded event being
referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after
the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s
board of directors, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary
Dividend. For purposes of this Subsection 4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution
which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the shares
of Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately
reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash
distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each
Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).
4.4 Adjustments
in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided
in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon
the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares
of Common Stock so purchasable immediately thereafter.
4.5. Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
Stock (other than a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the shares of Common
Stock), 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 outstanding
shares of Common Stock), 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 Warrant holders shall
thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu
of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented
thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have
received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to such event. If any reclassification
also results in a change in the shares of Common Stock covered by Section 4.1, 4.2 or 4.3, then such adjustment shall be made pursuant
to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5. The provisions of this Section 4.5 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced
to less than the par value per share issuable upon exercise of the Warrant. Notwithstanding anything to the contrary herein, in the event
of any tender offer for shares of Common Stock, the offeror shall not make any tender offer for Warrants if the effect of such offer would
be to require the Warrants to be accounted for as liabilities under applicable accounting principles.
4.6. Issuance
in connection with a Business Combination. If, in connection with a Business Combination, the Company (a) issues additional shares
of Common Stock or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price
or effective issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such issuance
to the Company’s initial stockholders, or their affiliates, without taking into account any founders’ shares held by them
prior to such issuance), (b) 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 Business Combination on the date of the consummation of such Business Combination
(net of redemptions), and (c) the Fair Market Value (as defined below) 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 greater of (i) the Fair Market Value or (ii) the price at
which the Company issues the shares of Common Stock or equity-linked securities, and the $18.00 per share redemption trigger price will
be adjusted (to the nearest cent) to be equal to 180% of the higher of the Fair Market Value and the price at which the Company issues
shares of Common Stock or equity-linked securities. Solely for purposes of this Section 4.6, the “Fair Market Value”
shall mean the volume weighted average reported trading price of the shares of Common Stock for the twenty (20) trading days starting
on the trading day prior to the date of the consummation of the Business Combination.
4.7 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, 4.5, or 4.6, then, in any such event, the Company shall give written notice to each Warrant holder, 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.
4.8. No Fractional
Warrants or Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional
shares upon 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
up to the nearest whole number of shares of Common Stock to be issued to the Warrant holder.
4.9. 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. However, the Company may at any time in its sole discretion make any change in the form of Warrant that the Company
may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange
or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.
4.10 Other Events.
In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4
are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact
on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint
a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give
its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose
of this Section 4 and, if 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.
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, properly endorsed with signatures, in the case of certificated Warrants, 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, either in certificated form or in book entry position,
together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more
new Warrants, or book entry positions, as requested by the registered holder of the Warrants so surrendered, representing an equal aggregate
number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant
Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel
for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.
5.3. Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance
of a warrant certificate or book-entry position for a fraction of a Warrant.
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, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.
5.6. Private
Warrants. The Warrant Agent shall not register any transfer of Private Warrants until 30 days after the consummation by the Company
of an initial Business Combination, except for transfers (i) among the initial stockholders or to the initial stockholders’
or the Company’s officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon
the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s
immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case
for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified
domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination,
(vii) in connection with the consummation of a Business Combination by private sales at prices no greater than the price at which
the Private Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation
of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination,
the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders
having the right to exchange their shares of Common Stock for cash, securities or other property, in each case (except for clauses (vi),
(viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration for transfer,
the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”)
or the trustee or legal guardian for such transferee agrees to be bound by the transfer restrictions contained in this section and any
other applicable agreement the transferor is bound by.
5.7. Transfers
prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit
in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit.
Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such
Unit. Notwithstanding the foregoing, the provisions of this Section 5.7 shall have no effect on any transfer of Warrants on or after
the Detachment Date.
6. Redemption.
6.1. Redemption.
Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at
the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $0.01 per Warrant (“Redemption
Price”), provided that the closing price of the shares of Common Stock equals or exceeds $18.00 per share (subject to adjustment
in accordance with Section 4 hereof), on each of twenty (20) trading days within any thirty (30) trading day period commencing
after the Warrants become exercisable and ending on the third trading day prior to the date on which notice of redemption is given and
provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants,
and a current prospectus relating thereto, available throughout the 30-day redemption or the Company has elected to require
the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1(b); provided, however, that if and when the
Warrants become redeemable by the Company, the Company may not exercise such redemption right if the issuance of shares of Common Stock
upon exercise of the Warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is
unable to effect such registration or qualification.
6.2. Date Fixed
for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants that are subject to redemption,
the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first
class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date to the registered holders
of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.
6.3. Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 3
of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and
prior to the Redemption Date. In the event the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless
basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information necessary to calculate the number
of shares of Common Stock to be received upon exercise of the Warrants, including the “Fair Market Value” in such case. On
and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the
Warrants, the Redemption Price.
7. Other Provisions Relating to Rights
of Holders of Warrants.
7.1. No Rights
as Stockholder. A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder 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 stockholders in respect of the meetings of stockholders 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 shares of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued shares
of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.
7.4. Registration
of shares of Common Stock. The Company agrees that as soon as practicable after the closing of its initial Business Combination, it
shall use its best efforts to file with the Securities and Exchange Commission a registration statement for the registration, under the
Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is
necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states
where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is
not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration
statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement.
If any such registration statement has not been declared effective by the 90th day following the closing of the Business Combination,
holders of the Warrants shall have the right, during the period beginning on the 91st day after the closing of the Business Combination
and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any other period
when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise
of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The
Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities
law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not
required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable under
U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company
and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants
have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under
the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or deleted without
the prior written consent of the Representative.
8. Concerning the Warrant Agent and
Other Matters.
8.1. Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant
Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall not be obligated
to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.
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 the Warrant (who shall,
with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of
the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor
Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the
State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized
under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment,
any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor
Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason
it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument
transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon
request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties,
and obligations.
8.2.2. Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the transfer agent for the shares of Common Stock not later than the effective date of any such appointment.
8.2.3. Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant
Agent under this 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 will reimburse
the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.
8.3.2. Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and
delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying
out or performing of the provisions of this Agreement.
8.4. Liability
of Warrant Agent.
8.4.1. Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact
or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established
by a statement signed by the Chief Executive Officer or Chairman of the Board of Directors of the Company and delivered to the Warrant
Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.
8.4.2. Indemnity.
The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant Agent’s
fraud, gross negligence, willful misconduct, or bad faith.
8.4.3. Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition
contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required under the provisions of Section 4
hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any shares of Common Stock to be issued pursuant to this Agreement, the Amended and Restated Certificate of Incorporation
of the Company, or any Warrant or as to whether any shares of Common Stock will, 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 shares of Common Stock through the exercise
of Warrants.
9. Miscellaneous Provisions.
9.1. Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns.
9.2. Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Company shall be sufficiently given (i) if by email when the email is sent, (ii) if by hand or overnight delivery,
when so delivered, or (iii) 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:
Mount Rainier Acquisition Corp.
256 W. 38th Street, 15th Floor
New York, NY 10018
Attn: Matthew Kearney, Chief Executive
Officer
E-mail: matthewk@rainieracquisitioncorp.com
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 (i) if by email, when the email is sent, (ii) if by hand or overnight delivery, when so delivered, or (iii) if sent
by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another
address is filed in writing by the Warrant Agent with the Company), as follows:
American Stock Transfer & Trust
Company, LLC
6201 15th Avenue |
Brooklyn, NY 11219
Attn: Reorg Department
with a copy in each case to:
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Attn:
E-mail:
and
Manatt, Phelps & Phillips LLP
695 Town Center Drive, 14th Floor
Costa Mesa, California 92626
Attn: Thomas J. Poletti, Esq.
E-mail: [_]
and
A.G.P./Alliance Global Partners
590 Madison Avenue, 28th Floor
New York, NY 10022
Attn: [_]
E-mail: [_]
9.3. Applicable
Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the
laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in
any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for
the Southern District of New York. The Company hereby waives any objection 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 process
or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed personal
service and shall be legal and binding upon the Company in any action, proceeding or claim.
9.4. Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the
registered holders of the Warrants and, for the purposes of Sections 7.4, 9.4 and 9.8 hereof, the Representative, any right, remedy, or
claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The Representative
shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 7.4, 9.4 and 9.8 hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties
hereto (and the Representative with respect to the Sections 7.4, 9.4 and 9.8 hereof) and their successors and assigns and of the registered
holders of the Warrants.
9.5. Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in
the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent may require
any such holder to submit his Warrant for inspection by it.
9.6. Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
9.7. Effect of
Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation
thereof.
9.8 Amendments.
This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any ambiguity,
or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect
to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not
adversely affect the interest of the registered holders. All other modifications or amendments, including any amendment to increase the
Warrant Price or shorten the Exercise Period, shall require the written consent or vote of the registered holders of (i) a majority
of the then outstanding Public Warrants if such modification or amendment is being undertaken prior to, or in connection with, the consummation
of a Business Combination or (ii) a majority of the then outstanding Warrants if such modification or amendment is being undertaken
after the consummation of a Business Combination. 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. The provisions
of this Section 9.8 may not be modified, amended or deleted without the prior written consent of the Representative.
9.9 Trust Account
Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account established
by the Company in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust Account”),
including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. In the event
that the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will pursue such claim solely against the
Company and not against the property held in the Trust Account.
9.10 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and enforceable.
[signature page follows]
IN WITNESS WHEREOF, this
Agreement has been duly executed by the parties hereto as of the day and year first above written.
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MOUNT RAINIER ACQUISITION CORP.
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By:
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Name: Matthew Kearney
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Title: Chief Executive Officer
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AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
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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
WARRANT CERTIFICATE
EXHIBIT B
LEGEND FOR 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
MOUNT RAINIER ACQUISITION CORP. (THE “COMPANY”), DC RAINIER SPV LLC, A.G.P./ALLIANCE GLOBAL PARTNERS AND THE
OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY
(30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT
AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 5.6 OF THE WARRANT AGREEMENT) WHO AGREES IN
WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.
SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK
OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT
TO BE EXECUTED BY THE COMPANY.
Exhibit 5.1
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Loeb & Loeb
LLP
345 Park Avenue
New York, NY 10154-1895
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Main
Fax
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212.407.4000
212.407.4990
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August 20, 2021
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Mount Rainier Acquisition Corp.
256 W. 38th Street, 15th Floor
New York, NY 10018
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Re:
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Mount Rainier Acquisition Corp.
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Ladies and Gentlemen:
We have acted as counsel to Mount Rainier
Acquisition Corp., a Delaware corporation (the “Company”), in connection with its filing of the Registration Statement
on Form S-1, as amended prior to being declared effective (the “Registration Statement”) under the Securities Act of
1933, as amended (the “Act”), with the Securities and Exchange Commission. The Registration Statement relates to an
underwritten public offering and sale of (i) 15,000,000 units (the “Units”), with each Unit consisting of one share
(each a “Share”) of the Company’s common stock, par value $.0001 per share (the “Common Stock”),
and one warrant (each, a “Warrant” and, collectively, the “Public Warrants”) to purchase one-half
share of the Company’s Common Stock (each a “Public Warrant Share”), and (ii) up to 2,250,000 Units (the “Over-Allotment
Units”) for which the underwriters have been granted an over-allotment option.
The Public Warrants will be issued and
sold pursuant to the terms of the Warrant Agreement, filed as an exhibit to the Registration Statement (the “Warrant Agreement”).
In connection with this opinion letter, we have
examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction of the Company’s
Certificate of Incorporation (as amended) and Bylaws, the Warrant Agreement, and such other documents, records and instruments as we have
deemed appropriate for purposes of the opinion set forth herein. We have, to the extent deemed appropriate, relied upon certain representations
of certain officers of the Company, as to questions of fact material to this opinion.
We have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals
of all documents submitted to us as certified, facsimile, or photostatic copies and the authenticity of the originals of all documents
submitted to us as copies.
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Mount Rainier Acquisition Corp.
August 20, 2021
Page 2
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Based upon the foregoing, we are of the opinion
that (i) the Units have been duly authorized by the Company and, when issued and sold by the Company and delivered by the Company against
receipt of the purchase price therefor, in the manner contemplated by the Registration Statement, will be valid and legally binding obligations
of the Company, (ii) the Shares have been duly authorized by the Company and, when issued and sold by the Company and delivered by the
Company against receipt of the purchase price therefor, in the manner contemplated by the Registration Statement, will be validly issued,
fully paid and non-assessable, (iii) the Public Warrants have been duly authorized by the Company and, provided that the Public Warrants
have been duly executed and delivered by the Company and duly delivered to the purchasers thereof against payment therefor, then the Public
Warrants, when issued and sold in the manner contemplated by the Registration Statement, will be valid and legally binding obligations
of the Company, enforceable against the Company in accordance with their terms, and (iv) the Public Warrant Shares have been duly authorized
and, when issued and delivered by the Company against payment therefor, upon exercise of the Public Warrants in accordance with the terms
therein and the terms of the Warrant Agreement, will be validly issued, fully paid and non-assessable.
We are opining solely on (i) all applicable statutory
provisions of Delaware corporate law, including the rules and regulations underlying those provisions, all applicable provisions of the
Constitution of the State of Delaware and all applicable judicial and regulatory determinations, and (ii) the laws of the State of New
York.
In addition, the foregoing opinions are qualified
to the extent that (a) enforceability may be limited by and be subject to general principles of equity, regardless of whether such enforceability
is considered in a proceeding in equity or at law (including, without limitation, concepts of notice and materiality), and by bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting creditors’ and debtors’ rights generally (including,
without limitation, any state or federal law in respect of fraudulent transfers); and (b) no opinion is expressed herein as to compliance
with or the effect of federal or state securities or blue sky laws.
We hereby consent to the use of this opinion as
an exhibit to the Registration Statement, to the use of our name as your U.S. counsel and to all references made to us in the Registration
Statement and in the prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Loeb & Loeb LLP
Loeb & Loeb LLP
Exhibit 10.1
[●], 2021
Mount Rainier Acquisition Corp
256 W. 38th Street, 15th Floor
New York, NY 10018
A.G.P./ Alliance Global Partners
590 Madison Avenue, 28th Floor
New York, NY 10022
Re: Initial Public Offering
Ladies and Gentlemen:
This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered
into by and among Mount Rainier Acquisition Corp., a Delaware corporation (the “Company”), and A.G.P./Alliance
Global Partners, as representative (the “Representative”), of the several underwriters (each an “Underwriter”
and collectively, the “Underwriters”), relating to an underwritten initial public offering (the
“Public Offering”), of 15,000,000 of the Company’s units (including up to 2,250,000 units that may be
purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each warrant (each,
a “Warrant”) entitles the holder thereof to purchase one-half of a share of Common Stock at a price of $11.50
per whole share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1
and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the
“Commission”) and the Company has applied to have the Units listed on The Nasdaq Capital Market. Certain capitalized
terms used herein are defined in paragraph 12 hereof.
In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each of DC Rainier SPV LLC (the “Sponsor”) and the undersigned
officers, directors and shareholders of the Company immediately prior to the Public Offering (other than the Representative) (each, an
“Insider” and collectively, the “Insiders”), hereby agrees with the Company as follows:
1. The Sponsor, each Insider
and the Representative agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with
such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of any proposed
Business Combination and (ii) not redeem any shares of Capital Stock owned by it, him or her in connection with such stockholder approval.
If the Company engages in a tender offer in connection with any proposed Business Combination, the Sponsor and each Insider agrees that
it, he or she will not seek to sell its, his or her shares of Capital Stock to the Company in connection with such tender offer.
2. The Sponsor and each
Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 18 months from the
closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance with the
Company’s amended and restated certificate of incorporation (the “Charter”), the Sponsor and each
Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii)
as promptly as reasonably possible but not more than 10 Business Days thereafter, subject to lawfully available funds therefor,
redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”),
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below),
including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (as
described in the Prospectus) (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then
outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’ rights as stockholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the
Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware
law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agrees not to propose
any amendment to the Charter to modify (i) the substance or timing of the ability of holders of Offering Shares to seek redemption
in connection with a Business Combination or the Company’s obligation to redeem 100% of the Offering Shares if the Company
does not complete a Business Combination by the date set forth in the Charter or (ii) the other provisions relating to
stockholders’ rights or pre-initial Business Combination activities, unless the Company provides Public Stockholders with the
opportunity to redeem their shares of Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and
not previously released to the Company to pay its taxes (as described in the Prospectus), divided by the number of then outstanding
Offering Shares.
The Sponsor, each Insider
and the Representative acknowledges that, with respect to the Founder Shares held by it, him or her, it, he or she has no right, title,
interest or claim of any kind in or to any monies held in the Trust Account as a result of any liquidation of the Company (although the
Sponsor, the Insiders, the Representative and their respective affiliates shall be entitled to redemption and liquidation rights with
respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth
in the Charter). The Sponsor, each Insider and the Representative hereby further waives, with respect to any shares of Capital Stock held
by it, him or her, if any, any redemption rights it, he or she may have in connection with the consummation of a Business Combination,
including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination or
a stockholder vote to approve an amendment to the Charter to (i) modify the substance or timing of the Company’s obligation to redeem
100% of the Offering Shares if the Company has not consummated a Business Combination within the time period set forth in the Charter
or in the context of a tender offer made by the Company to purchase shares of Capital Stock or (ii) with respect to any other provision
relating to stockholders’ rights or pre-initial Business Combination activity.
3. 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, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option,
right or warrant to purchase, lend or otherwise dispose of or agree to dispose of, directly or indirectly, any Units, shares of Common
Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned
by it, him or her, (ii) establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules
and regulations of the Commission promulgated thereunder, with respect to any Units, shares of Common Stock, Founder Shares, Warrants
or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, (iii) enter
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any
Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares
of Common Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
(iv) file or cause to be filed any registration statement with the Commission relating to the offering of any Units, shares of Common
Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned
by it, him or her, (v) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional
bank, or (vi) publicly announce any intention to effect any transaction specified in clause (i), (ii), (iii), (iv) or (v). Each of the
Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver of the restrictions set forth
in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major
news service at least two Business Days before the effective date of the release or waiver. Any release or waiver granted shall only
be effective two Business Days after the publication date of such press release. The provisions of this paragraph will not apply if the
release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound
by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time
of the transfer.
4. In the event of the liquidation
of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the time period set forth in
the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless the Company against any and
all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably
incurred in investigating, preparing or defending against any litigation, whether pending or threatened) to which the Company may become
subject as a result of any claim by (i) any third party for services rendered or products sold to the Company or (ii) any prospective
target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business
Combination agreement (a “Target”); provided, however, that such indemnification of the Company by the Indemnitor
(x) shall apply only to the extent necessary to ensure that such claims by a third party or a Target do not reduce the amount of funds
in the Trust Account to below the lesser of (i) $10.00 per Offering Share and (ii) the actual amount per Offering Share held in the Trust
Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Offering Share is then held in the Trust Account
due to reductions in the value of the trust assets, less interest earned on the Trust Account which may be withdrawn to pay taxes, (y)
shall not apply to any claims by a third party or a Target which executed a waiver of any and all rights to the monies held in the Trust
Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to
defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt
of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.
5. To the extent that the
Underwriters do not exercise their over-allotment option to purchase up to an additional 2,250,000 Units within 45 days from the date
of the Prospectus (and as further described in the Prospectus), the Initial Stockholders agree to forfeit, at no cost, a number of Founder
Shares in the aggregate equal to 562,500 multiplied by a fraction, (i) the numerator of which is 2,250,000 minus the number of Units purchased
by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 2,250,000. The forfeiture will
be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Initial Stockholders
will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock after the Public Offering.
6. (a) The Sponsor and the
Insiders hereby agree not to participate in the formation of, or become an officer or director of, any special purpose acquisition company
with a class of securities registered under the Exchange Act, other than the Company, until the Company has entered into a definitive
agreement regarding an initial Business Combination or the Company has failed to complete an initial Business Combination within 18 months
after the closing of the Public Offering, as such period may be extended by Company stockholder approval.
(b) The Sponsor and the Insiders
hereby agree to offer all suitable Business Combination opportunities to the Company before any other person or company until the consummation
by the Company of an initial Business Combination, subject to any pre-existing contractual or fiduciary obligations they may have (which
pre-existing fiduciary duties and any potential conflicts of interest arising therefrom have been previously disclosed to the Representative),
on customary terms reasonably acceptable to the Representative.
(c) The Sponsor and each Insider
hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by the
Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6(a), 6(b), 7(a), 7(b), and 9, as applicable, of
this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled
to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.
7. (a) The Sponsor, each Insider
and the Representative agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable upon conversion
thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent
to the Company’s initial Business Combination, (x) if the last reported sale price of the Common Stock equals or exceeds $12.00
per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which
the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of
the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the
“Founder Shares Lock-up Period”).
(b) The Sponsor and each Insider
agrees that it, he or she shall not Transfer any Private Placement Units (including the shares of Common Stock underlying the Private
Warrants), until 30 days after the Company’s completion of its initial Business Combination (the “Private Placement
Units Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).
(c) Notwithstanding the provisions
set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, the Private Placement Units and the shares of Common Stock issued
or issuable upon the exercise or conversion of the Private Warrants or the Founder Shares and that are held by the Sponsor, any Insider,
the Representative or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted (a) to the Company’s
officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor
or any member of the Sponsor; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to
a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable
organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such 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 initial Business Combination at prices no greater than the price at which the Founder Shares, shares
of Common Stock or Private Units were originally purchased; (f) in the event of the Company’s liquidation prior to the completion
of an initial Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company
agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (a) through (e) or (g), any such permitted transferees
must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this paragraph 7(c) and the
other restrictions contained in this Letter Agreement.
8. The Sponsor and each Insider
represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange
or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical
information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects
and does not omit any material information with respect to the Insider’s background. Each Insider’s questionnaire furnished
to the Company is true and accurate in all respects. Each Insider represents and warrants that: it, he or she is not subject to or a
respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act
or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty
to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining
to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.
9. Except as disclosed
in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of the Sponsor or any officer, nor any director of the
Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of
a loan or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the
Company’s initial Business Combination (regardless of the type of transaction that it is), other than the following, none of
which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination:
repayment of a loan and advances up to an aggregate of $50,000 made to the Company by the Sponsor; payment to an affiliate of the
Sponsor for certain office space, utilities and secretarial and administrative support as may be reasonably required by the Company
for a total of $10,000 per month; reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and
consummating an initial Business Combination; and repayment of loans, if any, and on such terms as to be determined by the Company
from time to time, made by the Sponsor or an affiliate of the Sponsor or any of the Company’s officers or directors to finance
transaction costs in connection with an intended initial Business Combination, provided, that, if the Company does not consummate an
initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay
such loaned amounts so long as no proceeds from the Trust Account are used for such repayment.
11. The Sponsor and each Insider
has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or
non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as
an officer or director of the Company and hereby consents to being named in the Prospectus as an officer or director of the Company.
12. (i) “Business
Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination, involving the Company and one or more businesses; (ii) “Business Day” means each day
that is not a Saturday, Sunday or other day on which banking institutions in The City of New York, New York, are authorized or required
by law to close; (iii) “Capital Stock” shall mean, collectively, the Common Stock and the Founder Shares; (iv)
“Founder Shares” shall mean the 4,312,500 shares
of Common Stock, par value $0.0001 per share, (up to 562,500 Shares of which are subject to complete or partial forfeiture by the Initial
Stockholders, if the over-allotment option is not exercised by the Underwriters) outstanding immediately prior to the consummation of
the Public Offering; (v) “Initial Stockholders” shall mean the Sponsor, the Representative and any Insider
that holds Founder Shares prior to the consummation of the Public Offering; (vi) “Private Placement Units”
shall refer to the aggregate of 251,200 Units that the Sponsor, Matthew Kearney and Young Cho have collectively agreed to purchase for
an aggregate purchase price of $2,512,000 or $10.00 per Unit, in a private placement that shall occur simultaneously with the consummation
of the Public Offering; (vii) “Private Warrants” shall mean the Warrants underlying the Private Placement Units;
(viii) “Public Stockholders” shall mean the holders of the Offering Shares; (ix) “Trust Account”
shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of Private Placement Units shall
be deposited; and (x) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell,
hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment
or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning
of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security,
(b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement
of any intention to effect any transaction specified in clause (a) or (b).
13. The Company will maintain
an insurance policy or policies providing directors’ and officers’ liability insurance, and each Director shall be covered
by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s
directors or officers.
14. This Letter Agreement
constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to
the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived
(other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.
15. No party hereto may assign
either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other
parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider and their respective
successors, heirs and assigns and permitted transferees.
16. Nothing in this Letter
Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or
claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants,
conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the
parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.
17. 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.
18. 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.
19. 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.
20. Any notice, consent or
request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by
express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.
21. This Letter Agreement
shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however,
that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated by [ ], 2023; provided further
that paragraph 4 of this Letter Agreement shall survive such liquidation.
22. The Company, the Sponsor
and each Insider hereby acknowledges and agrees that the the Underwriters are third party beneficiaries of this Letter Agreement.
[Signature Page Follows]
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By: Dominion Capital LLC, its Manager
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By: Dominion Capital Holdings LLC, its Manager
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A.G.P./ALLIANCE GLOBAL PARTNERS, as Representative
of the several Underwriters
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[Signature Page to Letter Agreement]
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Acknowledged and Agreed:
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MOUNT RAINIER ACQUISITION CORP.
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By:
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Name:
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Title:
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[Signature Page to Letter Agreement]
Exhibit 10.2
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Investment Management
Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Mount Rainier Acquisition
Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC , a New
York limited liability trust company (the “Trustee”).
WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-256816 (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 share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
and one redeemable warrant to purchase one-half (1/2) of a share of Common Stock at a price of $11.50 per whole share, , subject to adjustment
(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;
WHEREAS, the Company has entered
into an Underwriting Agreement, dated [●], 2021 (the “Underwriting Agreement”), with A.G.P./Alliance Global
Partners, as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”);
WHEREAS, as described in the
Prospectus, $150,000,000 of the gross proceeds of the Offering and sale of the Private Units (as defined in the Underwriting
Agreement) (or $172,500,000, if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to
be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company, the holders of the Common Stock included in the Units issued in the Offering and the Underwriters as hereinafter
provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders, the Company and the Underwriters will be referred to together as the “Beneficiaries”);
WHEREAS, pursuant to the Underwriting
Agreement, a portion of the Property equal to $6,000,000, or $6,900,000 if the Underwriters’ over-allotment option is exercised
in full, is attributable to a business combination fee that will be payable by the Company to the Representative upon and concurrently
with the consummation of the Business Combination (as defined below) (the “Business Combination Fee”); and
WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.
NOW THEREFORE, IT IS AGREED:
1.
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:
(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account, which Trust Account
shall be established by the Trustee in the United States at [●] and at a brokerage institution selected by the Trustee that is
reasonably satisfactory to the Company;
(b)
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;
(c)
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States
government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”), having a maturity of 180 days or less, or in money market funds meeting the conditions of paragraphs (d)(1),
(d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act (or any successor rule), which invest only in direct
U.S. government treasury obligations, as determined by the Company, it being understood that the Trustee has no obligation to monitor
or question the Company’s determination that an investment is in compliance with the foregoing clause; Company shall not instruct
the Trustee to 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
during such periods;
(d)
Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;
(e)
Promptly notify the Company and the Representative of all communications received by the Trustee with respect to any Property
requiring action by the Company;
(f)
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection
with the Company’s preparation of the tax returns relating to assets held in the Trust Account;
(g)
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as
and when instructed by the Company to do so;
(h)
Render to the Company, and to such other person as the Company may instruct, monthly written statements of the activities
of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;
(i) Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a
letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as
either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive
Officer, Chief Financial Officer, President, Vice President, Secretary or Chairman of the board of directors of the Company (the
“Board”) 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 not previously released to the Company to pay its taxes (less up to
$100,000 of interest that may be released to the Company to pay dissolution expenses in the case of a Termination Letter in the form
of Exhibit B hereto), 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) 18 months after the closing of the Offering and (2) such later date as may be approved by the
Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation (the
“Amended and Restated Certificate of Incorporation”) if a Termination Letter has not been received by the
Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the
form of letter attached hereto as Exhibit B and the Property in the Trust Account, including interest not previously
released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution
expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however, that in the
event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee
begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this
Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been
distributed to the Public Stockholders;
(j)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached
hereto as Exhibit C, withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property
requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income
earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt
payment, and the Company shall forward such payment to the relevant taxing authority; 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 such distribution shall not result in a
reduction in the principal amount initially deposited in the Trust Account; provided, further, that if the tax to be paid
is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill
from the State of Delaware for the Company (it being acknowledged and agreed that any such amount in excess of interest income earned
on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive
evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;
(k)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached
hereto as Exhibit D, distribute on behalf of the Company the amount requested by the Company to be used to redeem shares of Common
Stock from Public Stockholders properly submitted for redemption in connection with a stockholder vote to approve (i) an amendment to
the Amended and Restated Certificate of Incorporation to modify the substance or timing of the ability of Public Stockholders to seek
redemption in connection with an initial Business Combination or the Company’s obligation to redeem 100% of its public shares of
Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Amended and Restated
Certificate of Incorporation or (ii) an amendment with respect to any other provision of the Amended and Restated Certificate of Incorporation
relating to stockholders’ rights or pre-initial Business Combination activity. The written request of the Company referenced above
shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility
to look beyond said request; and
(l)
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j),
(k) or (l) above.
2.
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:
(a)
Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive
Officer, Chief Financial Officer, President, Executive Vice President, Vice President or Secretary. In addition, except with respect to
its duties under Sections 1(i), 1(j), 1(k) and 1(l) hereof, the Trustee shall be entitled to rely on, and shall be
protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to
be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such
instructions in writing;
(b) Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all 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 (as determined by a court of competent jurisdiction in a final and non-appealable decision). Promptly after the receipt by the Trustee of notice of demand or claim or the
commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b),
it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee
shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld.
The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall
not be unreasonably withheld. The Company may participate in such action with its own counsel;
(c) Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and
transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that
the Property shall not be used to pay such fees unless and until the closing of the Business Combination. The Company shall pay the Trustee
the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee shall refund to the
Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The
Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule
A and as may be provided in Section 2(b) hereof;
(d)
In connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting
verifying the vote of such stockholders regarding such Business Combination;
(e)
Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the
Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;
(f)
Unless otherwise agreed between the Company and the Representative, 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 Business Combination Fee is
paid directly to the account or accounts directed by the Representative prior to any transfer of the funds held in the Trust Account to
the Company or any other person;
(g) Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make
any distributions that are not permitted under this Agreement; and
(h) Within
four (4) business days after the Underwriters exercise their over-allotment option in connection with the Offering (or any unexercised
portion thereof) or such over-allotment expires, provide the Trustee with a notice in writing of the total amount of the Business Combination
Fee, which shall in no event be less than $6,000,000.
3.
Limitations of Liability. The Trustee shall have no responsibility or liability to:
(a)
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other
than this Agreement and that which is expressly set forth herein;
(b)
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall
have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct,
and in no event shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred
as a result of the liquidation of any such investment prior to its maturity date or the failure of the Company to provide timely written
investment instruction;
(c)
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend
any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company
given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident
thereto;
(d)
Refund any depreciation in principal of any Property;
(e)
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing
unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the
Trustee;
(f) The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful
misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion
or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement,
instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its
provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good
faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not
be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms
hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties
or rights of the Trustee are affected, unless it shall give its prior written consent thereto;
(g)
Verify the accuracy of the information contained in the Registration Statement;
(h)
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company
is as contemplated by the Registration Statement;
(i)
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide
periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned
on the Property;
(j)
Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated
by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including,
but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or
(k)
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
1(j), 1(k) or 1(l) hereof.
4.
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and
its assets outside the Trust Account and not against the Property or any monies in the Trust Account.
5.
Termination. This Agreement shall terminate as follows:
(a) If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such
time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms
of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not
limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall
terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety
(90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property
deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and
upon such deposit, the Trustee shall be immune from any liability whatsoever; or
(b)
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with
the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter,
this Agreement shall terminate except with respect to Section 2(b).
6.
Miscellaneous.
(a)
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect
to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying
information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error
in the information or transmission of the funds.
(b)
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, 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)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter
hereof. Subject to section 6(d), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct
a typographical error) by a writing signed by each of the parties hereto.
(d) This
Agreement or any provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the
Consent of the Stockholders. For purposes of this Section 6(d), the “Consent of the
Stockholders” means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting
certifying that the Company’s stockholders of record as of a record date established in accordance with Section 213(a) of
the Delaware General Corporation Law, as amended (“DGCL”) (or any successor rule), who hold sixty-five
percent (65%) or more of all then outstanding shares of the Common Stock, of the Company voting together as a single class, have
voted in favor of such change, amendment or modification. No such amendment will affect any Public Stockholder who has otherwise
properly indicated his election to redeem his shares of Common Stock in connection with such stockholder vote. Except for any
liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the
certification from the inspector or elections referenced above and shall be relieved of all liability to any party for executing the
proposed amendment in reliance thereon.
(e)
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.
(f)
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be
in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand
delivery or by electronic mail:
if to the Trustee, to:
American Stock Transfer & Trust Company, LLC
6201 15th Avenue |
Brooklyn, NY 11219
Attn: Relationship Management
Email:
if to the Company, to:
Mount Rainier Acquisition Corp.
256 W. 38th Street, 15th Floor
New York, NY 10018
Attn: Matthew Kearney, Chief Executive Officer
in each case, with copies to:
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Attn: Mitchell Nussbaum, Esq.
Email:
and
A.G.P./Alliance Global Partners
590 Madison Avenue,
28th Floor
New York, NY 10022
Email:
and
Manatt, Phelps & Phillips LLP
695 Town Center Drive, 14th Floor
Costa Mesa, California 92626
Attn: Thomas J. Poletti , Esq.
Email:
(g)
Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized
to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees
that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance.
(h)
This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual
consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.
(i)
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or
electronic transmission shall constitute valid and sufficient delivery thereof.
(j)
Each of the Company and the Trustee hereby acknowledges and agrees that the Underwriters are a third party beneficiaries
of this Agreement.
(k)
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any
other person or entity.
[Signature Page Follows]
IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.
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AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC , as Trustee
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By
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Name:
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Title:
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MOUNT RAINIER ACQUISITION CORP.
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By
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Name: Matthew Kearney
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Title: Chief Executive Officer
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[Signature Page to Investment Management Trust
Agreement]
SCHEDULE A
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Fee Item
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Time and method of payment
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Amount
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Initial set-up fee.
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Initial closing of Offering by wire transfer.
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$
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$
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Trustee administration fee
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Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.
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$
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$
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Transaction processing fee for disbursements to Company under Sections 1(i), (j), (k) and (l)
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Deduction by Trustee from accumulated income following disbursement made to Company under Section 1
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$
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$
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Paying Agent services as required pursuant to Section 1(i), (j), (k) and (l)
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Billed to Company upon delivery of service pursuant to Section 1(i), (j), (k) and (l)
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Prevailing rates
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EXHIBIT A
[Letterhead of Company]
[Insert date]
American Stock Transfer & Trust Company, LLC
6201 15th Avenue |
Brooklyn, NY 11219
Attn: Relationship Management
Re: Trust Account No.
Termination Letter
Ladies and Gentlemen:
Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Mount Rainier Acquisition Corp. (the “Company”) and American
Stock Transfer & Trust Company, LLC (the “Trustee”), dated as of [●], 2021 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with ___________________ (the “Target
Business”) to consummate a business combination with Target Business (the “Business Combination”)
on or about [insert date]. The Company shall notify you at least forty-eight (48) hours (or such shorter time as you may agree) in advance
of the actual date fixed for 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 on [insert date], such
that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or
accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representative (with respect to the
Business Combination Fee)). It is acknowledged and agreed that while the funds are on deposit in the Trust Account awaiting distribution,
the Company will not 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 its Chief Executive Officer
(the “Vote Verification Certificate”), which verifies either that (i) the Business Combination has been
approved by a vote of the Company’s stockholders, if a vote is held or (ii) no vote of the Company’s stockholders for
the approval of the Business Combination is required and none has been held, and (b) a joint written instruction signed by the
Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of amounts
owed to Public Stockholders who have properly exercised their redemption rights and payment of the Business Combination Fee to the
Representative 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, the Vote Verification Certificate
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 you 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
such original Consummation Date as set forth in such notice or as soon thereafter as possible.
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Very truly yours,
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Mount Rainier Acquisition Corp.
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By
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Name:
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Title:
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cc: A.G.P./Alliance Global Partners
EXHIBIT B
[Letterhead of Company]
[Insert date]
American Stock Transfer & Trust Company, LLC
6201 15th Avenue |
Brooklyn, NY 11219
Attn: Relationship Management
Re: Trust Account No.
Termination Letter
Ladies and Gentlemen:
Pursuant to Section 1(i)
of the Investment Management Trust Agreement between Mount Rainier Acquisition Corp. (the “Company”) and American
Stock Transfer & Trust Company, LLC (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 within the time frame
specified in the Company’s Amended and Restated Certificate of Incorporation, 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 on ____________, 20__ and keep the
total proceeds thereof in the Trust Account to await distribution to the Public Stockholders. The Company has selected _______________
1 as the effective date for the purpose
of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying
Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Public Stockholders in
accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution
of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations
under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.
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Very truly yours,
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Mount Rainier Acquisition Corp.
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By
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Name:
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Title:
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cc: A.G.P./Alliance Global Partners
1 18 months from the closing of the Offering.
EXHIBIT C
[Letterhead of Company]
[Insert date]
American Stock Transfer & Trust Company, LLC
6201 15th Avenue |
Brooklyn, NY 11219
Attn: Relationship Management
Re: Trust Account No.
Tax
Withdrawal Instruction
Ladies and Gentlemen:
Pursuant to Section 1(j)
of the Investment Management Trust Agreement between Mount Rainier Acquisition Corp. (the “Company”) and American
Stock Transfer & Trust Company, LLC (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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Mount Rainier Acquisition Corp.
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By
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Name:
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Title:
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cc: A.G.P./Alliance Global Partners
EXHIBIT D
[Letterhead of Company]
[Insert date]
American Stock Transfer & Trust Company, LLC
6201 15th Avenue |
Brooklyn, NY 11219
Attn: Relationship Management
Re: Trust Account No. Stockholder
Redemption Withdrawal Instruction
Gentlemen:
Pursuant to Section
1(k) of the Investment Management Trust Agreement between Mount Rainier Acquisition Corp. (the “Company”)
and American Stock Transfer & Trust Company, LLC (the “Trustee”), dated as of [●], 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver $_____________ of the principal and interest income earned on
the Property as of the date hereof to a segregated account held by you on behalf of Public Stockholders who have properly elected to have
their shares of Common Stock that were sold by the Company in the Offering (the “Public Shares”) redeemed by
the Company as described below. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
The Company needs such funds
to pay the Public Stockholders who have properly elected to have their Public Shares redeemed by the Company in connection with a stockholder
vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing
of the ability of Public Stockholders to seek redemption in connection with an initial Business Combination or the Company’s obligation
to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within such time as is described
in the Company’s Amended and Restated Certificate of Incorporation or to affect provisions of the Company’s Amended and Restated
Certificate of Incorporation relating to the Company’s pre-initial Business Combination activity or related stockholder rights.
As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
a segregated account held by you on behalf of such Public Stockholders.
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Very truly yours,
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Mount Rainier Acquisition Corp.
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By
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Name:
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Title:
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cc: A.G.P./Alliance Global Partners
Exhibit 10.3
THIS 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: $[ ]
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Dated as of March 12, 2021
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Mount Rainier Acquisition
Corp., a Delaware company (the “Maker”), promises to pay to the order of [ ] (the “Payee”) the principal
sum of [ ] thousand [ ] hundred [ ] and [ ] cents ($[ ]) in lawful money of the United States of America, on the terms and conditions
described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined
by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this
Note.
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1.
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Principal. The principal balance of this Promissory Note (this “Note”) shall be payable promptly after the date
on which the Maker consummates an initial public offering of its securities and which balance shall be applied towards any obligations
that the Payee may have to purchase securities of the Maker on a private basis in connection with the Maker’s initial public offering
or the date on which the Maker determines not to conduct an initial public offering of its securities. The principal balance may be prepaid
at any time.
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2.
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Interest. No interest shall accrue on the unpaid principal balance of this Note.
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3.
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Non-Convertible; Non-Recourse. This Note shall not be convertible into any securities of Maker,
and Payee shall have no recourse with respect to Payee’s ability to convert this Note into any securities of Maker.
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4.
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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.
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5.
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Events of Default. The following shall constitute an event of default (“Event of Default”):
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(a)
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Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five
(5) business days following the date when due.
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(b)
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Voluntary Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy,
insolvency, reorganization, rehabilitation or other similar action, or the consent by it to the appointment of, or taking possession by,
a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for 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.
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(c)
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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 similar law, for the appointing
of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its
property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed
and in effect for a period of 60 consecutive days.
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(a)
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Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written
notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other
amounts payable 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.
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(b)
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Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal
balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable,
in all cases without any action on the part of Payee.
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7.
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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.
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8.
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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.
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9.
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Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified
mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail
or delivery service providing receipted delivery or (iv) sent by facsimile or (v) to the following addresses or to such other
address as either party may designate by notice in accordance with this Section:
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If to Maker:
Mount Rainier Acquisition Corp.
256 W 38th Street, FL 15
New York, NY 10018
If to Payee:
[ ]
Notice shall be deemed given on the earlier of (i) actual
receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date reflected on a
signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail or delivery
service.
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10.
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Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK,
WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
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11.
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Jurisdiction. The courts of New York have exclusive jurisdiction to settle any dispute arising
out of or in connection with this agreement (including a dispute relating to any non-contractual obligations arising out of or in connection
with this agreement) and the parties submit to the exclusive jurisdiction of the courts of New York.
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12.
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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.
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13.
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Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and
all right, title, interest or claim of any kind (“Claim”) in or to any amounts contained in the trust account in which
the proceeds of the initial public offering (the “IPO”) conducted by the Maker and the proceeds of the sale of securities
in a private placement to occur prior to the effectiveness of the IPO, 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, will be placed, and hereby agrees not to
seek recourse, reimbursement, payment or satisfaction for any Claim from the trust account or any distribution therefrom for any reason
whatsoever.
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14.
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Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and
only with, the written consent of the Maker and the Payee.
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15.
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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.
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16.
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Further Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to
be executed and done by any other necessary party) all such deeds, documents, acts and things as the Payee may from time to time require
as may be necessary to give full effect to this Promissory Note.
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IN WITNESS WHEREOF, Maker, intending to be legally
bound hereby, has caused this Note to be duly executed on the day and year first above written.
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Mount Rainier Acquisition Corp.
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By:
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Name:
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Matthew Kearney
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Title:
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Chief Executive Officer
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[Signature Page to Promissory Note]
Exhibit 10.4
THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [●] day of ______,
2021, by and among MOUNT RAINIER ACQUISITION CORP., a Delaware corporation (the “Company”) and the undersigned
parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WHEREAS, the Investors and
the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the securities
held by them as of the date hereof;
NOW, THEREFORE, in consideration
of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS.
The following capitalized terms used herein have the following meanings:
“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
“Business Combination”
means the acquisition of direct or indirect ownership through a merger, stock exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar type of transaction, of one or more businesses or entities.
“Commission”
means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.
“Common Stock”
means the common stock, par value $0.0001 per share, of the Company.
“Company”
is defined in the preamble to this Agreement.
“Demand Registration”
is defined in Section 2.1.1.
“Demanding Holder”
is defined in Section 2.1.1.
“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as
the same shall be in effect at the time.
“Form S-3”
is defined in Section 2.3.
“Founder
Shares” means the aggregate of 4,312,500 shares of Common Stock of the Company issued to its Sponsor, the Representative,
Matthew Kearney, Young Cho, Otto Risbakk, Christina Favilla and Jeffery Bistrong prior to the Company’s initial public offering
(including up to an aggregate of 562,500 shares of Common Stock subject to forfeiture
to the extent that the underwriters’ over-allotment option is not exercised in full or in part).
“Indemnified Party”
is defined in Section 4.3.
“Indemnifying
Party” is defined in Section 4.3.
“Investor”
is defined in the preamble to this Agreement.
“Investor Indemnified
Party” is defined in Section 4.1.
“Maximum Number
of Shares” is defined in Section 2.1.4.
“Notices”
is defined in Section 6.3.
“Piggy-Back Registration”
is defined in Section 2.2.1.
“Private Units”
means the Units certain of the Investors are privately purchasing simultaneously with the consummation of the Company’s initial
public offering.
“Pro Rata”
is defined in Section 2.1.4.
“Register,”
“Registered” and “Registration” mean a registration effected by preparing and filing
a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations
promulgated thereunder, and such registration statement becoming effective.
“Registrable Securities”
means (i) the Founder Shares, (ii) the Representative Shares, and (iii) the Private Units (and underlying securities) (and underlying
securities), if any. Registrable Securities include any warrants, shares of capital stock or other securities of the Company issued as
a dividend or other distribution with respect to or in exchange for or in replacement of such Founder Shares, Representative Shares, and
the Private Units (and underlying securities).. As to any particular Registrable Securities, such securities shall cease to be Registrable
Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities
Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b)
such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company, and subsequent public distribution of them shall not require registration under the Securities Act;
(c) such securities shall have ceased to be outstanding, or (d) the Registrable Securities are freely saleable under Rule 144 under the
Securities Act without volume limitations.
“Registration
Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act
and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8,
or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets
of another entity).
“Release
Date” means the date on which the Founder Shares are disbursed from escrow pursuant to Section 3 of that certain Stock Escrow
Agreement dated as of _________, 2021 by and among the holders of Founder Shares and American Stock Transfer & Trust Company,
LLC.
“Representative”
means A.G.P./Alliance Global Partners
“Representative
Shares” means the 1,265,000 shares of Common Stock (which includes up to 165,000 shares that are subject to forfeiture
to the extent that the underwriters’ over-allotment option is not exercised in full or in part) of the Company issued to the Representative
and its designees prior to the consummation of the Company’s initial public offering.
“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same
shall be in effect at the time.
“Sponsor”
means DC Rainer SPV LLC.
“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s
market-making activities.
“Units”
means the units of the Company, each comprised of one share of Common Stock and one warrant, each warrant entitling the holder to purchase
one-half share of Common Stock.
2. REGISTRATION RIGHTS.
2.1 Demand Registration.
2.1.1 Request for
Registration. At any time and from time to time on or after (i) the date that the Company consummates a Business Combination with
respect to the Representative Shares and Private Units (or underlying securities) or (ii) three months prior to the Release Date with
respect to all other Registrable Securities, the holders of a majority-in-interest of such Founder Shares, Representative Shares, Private
Units (or underlying securities), or other Registrable Securities, as the case may be, held by the Investors, officers or directors of
the Company or their affiliates, or the transferees of the Investors may make a written demand for registration under the Securities Act
of all or part of their Founder Shares, Representative Shares, Private Units (or underlying securities), or other Registrable Securities,
as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number
of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all
holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such
holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such
registration, a “Demanding Holder”) shall so notify the Company within fifteen (15) days after the receipt by
the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities
included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated
to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in respect of all Registrable Securities.
2.1.2 Effective Registration.
A registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect to such
Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement with respect
thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities
pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency
or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless
and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding
Holders thereafter elect to continue the offering; provided, further, that the Company shall not be obligated to file a second Registration
Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.
2.1.3 Underwritten
Offering. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their written
demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form
of an underwritten offering. In such event, the right of any holder to include its Registrable Securities in such registration shall be
conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities
in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities through
such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such
underwriting by a majority-in-interest of the holders initiating the Demand Registration.
2.1.4 Reduction of
Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the
Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding
Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and
the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration
rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that
can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability
of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of
Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand
Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares that each such Person has requested
be included in such registration, regardless of the number of shares held by each such Person (such proportion is referred to herein as
“Pro Rata”)) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that
the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities for the
account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and
that can be sold without exceeding the Maximum Number of Shares.
2.1.5 Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their
Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by
giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the
Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding
Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration
provided for in Section 2.1.
2.2 Piggy-Back Registration.
2.2.1 Piggy-Back
Rights. If at any time on or after the date the Company consummates a Business Combination the Company proposes to file a Registration
Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or
exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their
account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration
Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities
solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company
or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable
Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe
the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed
managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the
opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five
(5) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable
Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed
underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and
conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance
with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through
a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with
the Underwriter or Underwriters selected for such Piggy-Back Registration.
2.2.2 Reduction of
Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises
the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the
Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to separate
written contractual arrangements with persons or entities other than the holders of Registrable Securities hereunder, the Registrable
Securities as to which registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which registration
has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the
Maximum Number of Shares, then the Company shall include in any such registration:
a) If the registration is undertaken
for the Company’s account: (A) the shares of Common Stock or other securities that the Company desires to sell that can be sold
without exceeding the Maximum Number of Shares; (B) to the extent that the Maximum Number of Shares has not been reached under the foregoing
clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Securities, as to which registration has
been requested pursuant to the applicable written contractual piggy-back registration rights of such security holders, Pro Rata, that
can be sold without exceeding the Maximum Number of Shares; and (C) to the extent that the Maximum Number of Shares has not been reached
under the foregoing clauses (A) and (B), the shares of Common Stock or other securities for the account of other persons that the Company
is obligated to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without
exceeding the Maximum Number of Shares; and
b) If the registration is a “demand”
registration undertaken at the demand of persons other than either the holders of Registrable Securities, (A) first, the shares of Common
Stock or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B)
second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock
or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the
extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), collectively, the shares of Common
Stock or other securities comprised of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms
hereof, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares
has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other
persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without
exceeding the Maximum Number of Shares.
2.2.3 Withdrawal.
Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any
Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration
Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written
contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement.
Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection
with such Piggy-Back Registration as provided in Section 3.3.
2.3 Registrations
on Form S-3. The holders of Registrable Securities may at any time and from time to time request in writing that the Company register
the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such
time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request through
an underwritten offering. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration
to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion
of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of
the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such request as are specified
in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the
Company shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Form S-3 is not available for such
offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled
to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to
the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected
pursuant to Section 2.1.
3. REGISTRATION PROCEDURES.
3.1 Filings; Information.
Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the Company shall use
its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution
thereof as expeditiously as practicable, and in connection with any such request:
3.1.1 Filing Registration
Statement. The Company shall use its best efforts to, as expeditiously as possible after receipt of a request for a Demand Registration
pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies
or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all Registrable Securities to
be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such
Registration Statement to become effective and use its best efforts to keep it effective for the period required by Section 3.1.3; provided,
however, that the Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration
for such period as may be applicable to deferment of any demand registration to which such Piggy-Back Registration relates, in each case
if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer or Chairman of the Company stating that,
in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders
for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise
the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.
3.1.2 Copies.
The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge
to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such Registration
Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto
and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus),
and such other documents as the holders of Registrable Securities included in such registration or legal counsel for any such holders
may request in order to facilitate the disposition of the Registrable Securities owned by such holders.
3.1.3 Amendments
and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and
supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration
Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities
covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such
Registration Statement or such securities have been withdrawn.
3.1.4 Notification.
After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing,
notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders
promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following: (i)
when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective;
(iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent
the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such
Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the
preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered
by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders
of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the
Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference,
the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for
any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal
counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement
or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal
counsel shall object.
3.1.5 State Securities
Laws Compliance. The Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration
Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable
Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action
necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental
authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that
may be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the
disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify
generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject itself
to taxation in any such jurisdiction.
3.1.6 Agreements
for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary
form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities.
The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any
Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in
such registration statement. No holder of Registrable Securities included in such registration statement shall be required to make any
representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s organization, good
standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational
documents, and with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion
in such Registration Statement.
3.1.7 Cooperation.
The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the
Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities
hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering
and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential
investors.
3.1.8 Records.
The Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any
Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional
retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility,
and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection with
such Registration Statement.
3.1.9 Opinions and
Comfort Letters. Upon request, the Company shall furnish to each holder of Registrable Securities included in any Registration Statement
a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any
comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal opinion is
delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration Statement,
at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration Statement
containing such prospectus has been declared effective and that no stop order is in effect.
3.1.10 Earnings Statement.
The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its
shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall satisfy
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
3.1.11 Listing.
The Company shall use its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges
or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if
no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities
included in such registration.
3.1.12 Road Show.
If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $150,000,000, the Company
shall use its reasonable efforts to make available senior executives of the Company to participate in customary “road show”
presentations that may be reasonably requested by the Underwriter in any underwritten offering.
3.2 Obligation to
Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv),
or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant to a
written insider trading compliance program adopted by the Company’s Board of Directors, of the ability of all “insiders”
covered by such program to transact in the Company’s securities because of the existence of material non-public information, each
holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus
contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s securities
is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all written copies, other
than permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities
at the time of receipt of such notice.
3.3 Registration Expenses.
The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back
Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.3, and all expenses incurred in
performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective,
including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue
sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities);
(iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers
and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section
3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses
for independent certified public accountants retained by the Company (including the expenses or costs associated with the delivery of
any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the reasonable fees and expenses of any special experts retained
by the Company in connection with such registration; and (ix) the reasonable fees and expenses of one legal counsel selected by the holders
of a majority-in-interest of the Registrable Securities included in such registration. The Company shall have no obligation to pay any
underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting
discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling shareholders and
the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each is selling in such
offering.
3.4 Information.
The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter,
if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect
the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s
obligation to comply with federal and applicable state securities laws.
3.5 Limitations on
Registration Rights. Notwithstanding anything herein to the contrary, (i) the Representative may not exercise its rights under Section
2.1 and 2.2 hereunder after seven (7) years after the effective date of the registration statement relating to the Company’s initial
public offering, respectively, and (ii) the Representative may not exercise its rights under Section 2.1 more than one time.
4. INDEMNIFICATION
AND CONTRIBUTION.
4.1 Indemnification
by the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and
each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any,
who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments,
claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement)
of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the
Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment
or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact
required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities
Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company
in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any
other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense,
loss, judgment, claim, damage, liability or action whether or not any such person is a party to any such claim or action and including
any and all legal and other expenses incurred in giving testimony or furnishing documents in response to a subpoena or otherwise; provided,
however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises
out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement,
preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity
with information furnished to the Company, in writing, by such selling holder expressly for use therein. The Company also shall indemnify
any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who
controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.
4.2 Indemnification
by Holders of Registrable Securities. Subject to the limitations set forth in Section 4.4.3 hereof, each selling holder of Registrable
Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable
Securities held by such selling holder, indemnify and hold harmless the Company, each of its directors and officers and each Underwriter
(if any), and each other selling holder and each other person, if any, who controls another selling holder or such Underwriter within
the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as
such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement
or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities
was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration
Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged
omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement
or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly
for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for
any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage,
liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited
to the amount of any net proceeds actually received by such selling holder.
4.3 Conduct of Indemnification
Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of
which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if
a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying
Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the
Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying
Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such
failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party,
then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with
all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice
from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying
Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection
with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified
Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no
more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising
out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and
expenses of such counsel to be paid by such Indemnifying Party if, based upon the written advice of counsel of such Indemnified Party,
representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.
No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement
of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity
could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such
Indemnified Party from all liability arising out of such claim or proceeding.
4.4 Contribution.
4.4.1 If the indemnification
provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage,
liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute
to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion
as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions
or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations.
The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.
4.4.2 The parties hereto
agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by
any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section
4.4.1.
4.4.3 The amount paid or
payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party
in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder
of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment
of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities which
gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) with respect to any action shall be entitled to contribution in such action from any person who was not guilty of such
fraudulent misrepresentation.
5. UNDERWRITING AND
DISTRIBUTION.
5.1 Rule 144.
The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall
take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time
to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission.
6. MISCELLANEOUS.
6.1 Other Registration
Rights. The Company represents and warrants that no person, other than the holders of the Registrable Securities, has any right to
require the Company to register any shares of the Company’s capital stock for sale or to include shares of the Company’s capital
stock in any registration filed by the Company for the sale of shares of capital stock for its own account or for the account of any other
person.
6.2 Assignment; No
Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated
by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder
may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer of
Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit
of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors
or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party
hereto other than as expressly set forth in Article 4 and this Section 6.2.
6.3 Notices. All
notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required or
permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served,
delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed
as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed
given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided, that if such
service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next
business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such
notice to a reputable air courier service with an order for next-day delivery.
To the Company:
Mount Rainier Acquisition Corp.
256 W. 38th Street, 15th Floor
New York, NY 10018
Tel: 212-785-4680
Attn:
Matthew Kearney, Chief Executive Officer
with a copy (which shall not constitute
notice) to:
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Attn:
Mitch Nussbaum Esq.
Email:
asirabionian @loeb.com
To an Investor, to the address set forth below such Investor’s
name on Exhibit A hereto.
6.4 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible that is valid and enforceable.
6.5 Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall
constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall
constitute valid and sufficient delivery thereof.
6.6 Entire Agreement.
This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and
thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous
agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.
6.7 Modifications
and Amendments. No amendment, modification or termination of this Agreement shall be binding upon any party unless executed in writing
by such party.
6.8 Titles and Headings.
Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this
Agreement.
6.9 Waivers and Extensions.
Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver
will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement.
Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional.
No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach
thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or
acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.
6.10 Remedies Cumulative.
In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement,
the Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action at
law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term
or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one
or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement
shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy,
whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.
6.11 Governing Law.
This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable
to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof that
would compel the application of the substantive laws of any other jurisdiction. The Company irrevocably submits to the nonexclusive jurisdiction
of any New York State or United States Federal court sitting in The City of New York, Borough of Manhattan, over any suit, action or proceeding
arising out of or relating to this Agreement. The Company irrevocably waives, to the fullest extent permitted by law, any objection that
they may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that
any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.
6.12 Waiver of Trial
by Jury. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL
BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED
WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE INVESTOR IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT HEREOF.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties
have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
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COMPANY:
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MOUNT RAINIER ACQUISITION CORP.
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By:
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Name: Matthew Kearney
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Title: Chief Executive
Officer
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INVESTORS:
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DC
Rainier SPV LLC
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By: Dominion Capital LLC, its
Manager
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By: Dominion Capital Holdings LLC, its Manager
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By:
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Name:
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Title: Managing Member
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Matthew Kearney
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Young Cho
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Otto Risbakk
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Christina Favilla
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Jeffery Bistrong
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A.G.P./Alliance
Global Partners
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By:
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Name:
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Title:
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[Signature Page to Registration Rights Agreement]
Exhibit 10.5
PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT
This PRIVATE PLACEMENT UNIT
SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the _____ day of ______, 2021, by and between Mount
Rainier Acquisition Corp., a Delaware corporation (the “Company”), DC RAINIER SPV LLC, a Delaware limited liability
company, and the undersigned parties listed under “Subscriber” on the signature page hereto (each a “Subscriber”
and collectively, the “Subscriber”).
WHEREAS, the Company desires
to sell and each of the Subscribers severally agrees to purchase, the number of private placement units set forth opposite the respective
Subscriber’s name on Schedule I hereof on a private placement basis (the “Sale”) for an aggregate of 251,200
private placement units (the “Private Placement Units”) of the Company for a purchase price of $10.00 per Private Placement
Unit, each Private Placement Unit comprised of one share of common stock of the Company, par value $0.0001 per share (“Common
Stock”), and one warrant to purchase one-half of one share of Common Stock (each whole warrant, a “Warrant”)
at the consummation of the Business Combination (as defined below). The shares of Common Stock underlying the Private Warrants (as defined
below) are hereinafter referred to as the “Warrant Shares.” The shares of Common Stock underlying the Private Placement
Units (excluding the Warrant Shares) are hereinafter referred to as the “Private Shares.” The Warrants underlying the
Private Placement Units are hereinafter referred to as the “Private Warrants.” The Private Placement Units, the Private
Shares, the Private Warrants, and the Warrant Shares collectively, are hereinafter referred to as the “Securities.”
Each Private Warrant is exercisable to purchase one-half share of Common Stock at an exercise price of $11.50 per whole share, subject
to the adjustments as set forth in the Warrant Agreement (as defined below), during the period commencing on the later of (i) twelve (12)
months from the date of the closing of the Company’s initial public offering of units (the “IPO”) and (ii) the
consummation of the Company’s initial business combination (the “Business Combination”), as such term is defined
in the registration statement in connection with the IPO, as amended at the time it becomes effective (the “Registration Statement”),
filed with the Securities and Exchange Commission (“SEC”), and expiring on the fifth anniversary of the consummation
of the Business Combination (provided that so long as the Private Warrants are held by the Subscriber, its designees or affiliates, the
Subscriber, its designees or affiliates will not be permitted to exercise such Private Warrants after the five year anniversary of the
effective date of the Registration Statement); and
WHEREAS, the each of the Subscribers
severally agrees to purchase, the number of private placement units set forth opposite the respective Subscriber’s name on Schedule
I hereof for an aggregate of 251,200 Private Placement Units for the Purchase Price (as defined below), and the Company wishes to accept
such subscription from the Subscriber.
NOW, THEREFORE, in consideration
of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Subscriber hereby agree as follows:
1.
Agreement to Subscribe.
1.1
Purchase and Issuance of the Private Placement Units. Upon the terms and subject to the conditions of this Agreement, the
Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as
defined below) the Private Placement Units in consideration of the payment of the Purchase Price. On the Closing Date, the Company shall,
at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry
form.
1.2
Purchase Price. As payment in full for the Private Placement Units being purchased under this Agreement, each Subscriber
shall pay $10.00 per Private Placement Unit, for an aggregate of $2,512,000 (the “Purchase Price”) by wire transfer
of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust
Account”) at a financial institution to be chosen by the Company, maintained by American Stock Transfer & Trust Company,
LLC, acting as trustee (“AST”), on or prior to the Closing Date.
1.3
Closing. The closing of the purchase and sale of the Private Placement Units (the “Closing”) shall take
place simultaneously with the closing of the IPO on the date of the closing of the IPO (the “Closing Date”).
1.4
Conditions to Closing. The obligation of the Subscriber to purchase and pay for the Private Placement Units as provided
herein shall be subject to the satisfaction of the conditions set forth in Section 4 of the Underwriting Agreement, dated the date hereof
(the “Underwriting Agreement”), by and among the Company, the Subscriber and A.G.P./Alliance Global Partners.
1.5
Termination. This Agreement and each of the obligations of the undersigned shall be null and void and without effect if
the Closing does not occur on prior to [●], 2021 or if the Underwriting Agreement is terminated for any reason.
2.
Representations and Warranties of the Subscriber.
Subscriber represents and
warrants to the Company that:
2.1
No Government Recommendation or Approval. Subscriber understands that no federal or state agency has passed upon or made
any recommendation or endorsement of the Company or the Sale of the Securities.
2.2
Accredited Investor. 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 that the
sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors”
under the Securities Act and similar exemptions under state law.
2.3
Intent. Subscriber is purchasing the Securities solely for investment purposes, for Subscriber’s own account (and/or
for the account or benefit of its members or affiliates, as permitted, pursuant to the terms hereof), and not with a view to the distribution
thereof and Subscriber has no present arrangement to sell the Securities to or through any person or entity except as may be permitted
hereunder. The Subscriber shall not engage in hedging transactions with regard to the Securities unless in compliance with the Securities
Act.
2.4
Restrictions on Transfer. Subscriber acknowledges and understands the Private Placement Units are being offered in a transaction
not involving a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered
under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such
Securities may be offered, resold, pledged or otherwise transferred only pursuant to (i) an effective registration statement filed under
the Securities Act, (ii) an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (iii) any
other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable
securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities
are subject to transfer restrictions as described in Section 7 hereof. Subscriber agrees that if any transfer of its Securities or any
interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company
an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from
registration, Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). Subscriber
further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the Securities
until the one year anniversary following consummation of the Business Combination of the Company, despite technical compliance with the
requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.
2.5
Sophisticated Investor.
(a)
Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities.
(b)
Subscriber is aware that an investment in the Securities is highly speculative and subject to substantial risks because, among
other things, (i) the Securities are subject to transfer restrictions and have not been registered under the Securities Act and therefore
cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available and (ii) Subscriber
has waived its redemption rights with respect to the Securities as set forth in Section 5 hereof, and the Securities held by the Subscriber
are not entitled to, and have no right, interest or claim to any monies held in the Trust Account, and accordingly Subscriber may suffer
a loss of a portion or all of its investment in the Securities. Subscriber is able to bear the economic risk of its investment in the
Securities for an indefinite period of time.
2.6 Organization
and Authority. Subscriber is duly organized, validly existing and in good standing under the laws of its state of incorporation or
formation and it possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
2.7 Authority.
This Agreement has been validly authorized, executed and delivered by Subscriber and is a valid and binding agreement enforceable in
accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’
rights generally.
2.8 No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by Subscriber of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) Subscriber’s charter documents, (ii) any agreement or instrument
to which Subscriber is a party or (iii) any law, statute, rule or regulation to which Subscriber is subject, or any agreement, order,
judgment or decree to which Subscriber is subject.
2.9 No
Legal Advice from Company. Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions contemplated
by this Agreement and the other agreements entered into between the parties hereto with Subscriber’s own legal counsel and investment
and tax advisors. Except for any statements or representations of the Company made in this Agreement and the other agreements entered
into between the parties hereto, Subscriber is relying solely on such counsel and advisors and not on any statements or representations
of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions
contemplated by this Agreement or the securities laws of any jurisdiction.
2.10
Reliance on Representations and Warranties. The Subscriber understands the Private Placement Units are being offered and
sold to the Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions
in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of the Subscriber set forth in this Agreement in order to determine the applicability of
such provisions.
2.11
No General Solicitation. Subscriber is not subscribing for the Private Placement Units as a result of or subsequent to any
general solicitation or general advertising, including but not limited to any advertisement, article, notice or other communication published
in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting or in the Registration
Statement.
2.12
Legend. Subscriber acknowledges and agrees the book-entries evidencing each of the Securities shall bear a restrictive legend
(the “Legend”), in form and substance substantially as set forth in Section 4 hereof.
3.
Representations, Warranties and Covenants of the Company.
The Company represents and
warrants to, and agrees with, Subscriber that:
3.1
Valid Issuance of Capital Stock. The total number of shares of all classes of capital stock which the Company has authority
to issue is 50,000,000 shares of Common Stock. As of the date hereof, the Company has issued and outstanding 4,312,500 shares of Common
Stock (of which up to 562,500 shares are subject to forfeiture as described in the Registration
Statement). All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and
non-assessable.
3.2
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and that certain warrant
agreement (the “Warrant Agreement”) to be entered into between the Company and AST, as warrant agent, each of the Private
Placement Units, Private Shares, Private Warrants, and Warrant Shares will be duly and validly issued, fully paid and non-assessable.
On the date of issuance of the Private Placement Units and Warrant Shares shall have been reserved for issuance. Upon issuance in accordance
with, and payment pursuant to, the terms hereof and the Warrant Agreement Subscriber will have or receive good title to the Private Placement
Units, Private Shares and Private Warrants free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions
hereunder and (ii) transfer restrictions under federal and state securities laws.
3.3
Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under
the laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business
as now being conducted.
3.4
Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its
obligations under this Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance
of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary
corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required, and (iii)
this Agreement constitutes valid and binding obligations 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, moratorium, reorganization,
or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles
of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities
laws or principles of public policy.
3.5
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not (i) result in a violation of the Company’s certificate of incorporation or by-laws, (ii) conflict with,
or constitute a default under any agreement 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. Other than any SEC or state
securities filings which may be required to be made by the Company subsequent to the Closing Date, and any registration statement which
may be filed pursuant thereto, the Company is not required under federal, state or local law, rule or regulation to obtain any consent,
authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity in order
for it to perform any of its obligations under this Agreement or issue the Private Placement Units, Private Shares, Private Warrants or
Warrant Shares in accordance with the terms hereof.
3.6
Additional Representations and Warranties. The representations and warranties of the Company set forth in the Underwriting
Agreement are hereby incorporated herein and are true and correct with the same force and effect as though expressly made herein as of
the date hereof.
4.
Legends.
4.1
Legend. The Company will issue the Private Placement Units, Private Shares and Private Warrants, and when issued, the Warrant
Shares, purchased by the Subscriber in the name of the Subscriber. The Securities will bear the following Legend and appropriate “stop
transfer” instructions:
“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS
AVAILABLE.”
“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT BETWEEN MOUNT RAINIER
ACQUISITION CORP. AND DC RAINIER SPV LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF
THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE UNIT SUBSCRIPTION AGREEMENT.”
4.2
Subscriber’s Compliance. Nothing in this Section 4 shall affect in any way the Subscriber’s obligations and
agreements to comply with all applicable securities laws upon resale of the Securities.
4.3
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the
Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration
statement filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act
and (ii) in compliance herewith.
4.4
Registration Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration
rights agreement (“Registration Rights Agreement”) to be entered into among the Subscriber, the Company and others,
on or prior to the effective date of the Registration Statement.
5.
Waiver of Liquidation Distributions.
In connection with the Securities
purchased pursuant to this Agreement, Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions
of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if
the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business
Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s IPO upon the Company’s
failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s
amended and restated certificate of incorporation, (A) to modify the substance or timing of the Company’s obligation to redeem 100%
of the Company’s public shares if the Company does not timely complete the Business Combination or (B) with respect to any other
provision relating to stockholders’ rights or pre-Business Combination activity. In the event Subscriber purchases shares of Common
Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares
of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate
the Business Combination.
6. Terms
of Private Warrants. Each Private Warrant shall have the terms set forth in the Warrant Agreement.
7. Lock-Up
Period.
7.1
The Subscriber agrees that it shall not Transfer any Securities until 30 days after the completion of the Business Combination;
provided, however, that Transfers of Securities are permitted (i) to our or our Sponsor’s officers, directors, consultants or their
affiliates, (ii) in the case of an entity, to its members upon its liquidation, (iii) in the case of an individual, to relatives and trusts
for estate planning purposes, (iv) in the case of an individual, by virtue of the laws of descent and distribution upon death, (v) in
the case of an individual, pursuant to a qualified domestic relations order, (vi) to us for no value for cancellation in connection with
the consummation of our initial business combination, (vii) in connection with the consummation of a business combination at negotiated
prices, or (viii) by virtue of the laws of Delaware or our sponsor’s limited liability company agreement upon dissolution of our
sponsor in each case (except for clause (vi) or (viii) or with our prior consent) where these permitted transferees must enter into a
written agreement agreeing to be bound by the Transfer restrictions these transfer restrictions herein.
7.2
For purposes of Section 7.1, the term “Transfer” shall mean the (i) 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 SEC promulgated thereunder
with respect to, any of the Securities, (ii) 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 of the Securities, whether any such transaction is to be settled by delivery of such
Securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).
8.
Terms of the Private Placement Units and Private Warrants.
8.1 The
Private Placement Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i)
the Private Placement Units and component parts are subject to the transfer restrictions described in Section 7 hereof, and (ii) the
Private Placement Units and component parts are being purchased pursuant to an exemption from the registration requirements of the Securities
Act and will become freely tradable only after the expiration of the lockup described above in clause (i) and they are registered pursuant
to the Registration Rights Agreement or an exemption from registration is available, and the restrictions described above in clause (i)
has expired.
8.2 Subscriber
agrees that if the Company seeks stockholder approval of a Business Combination, then in connection with such Business Combination, Subscriber
shall (i) vote the Private Shares owned by it in favor of the Business Combination and (ii) not redeem any Private Shares owned by Subscriber
in connection with such stockholder approval.
9.
Governing Law; Jurisdiction; Waiver of Jury Trial.
This Agreement shall be governed
by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state.
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.
10.
Assignment; Entire Agreement; Amendment.
10.1
Assignment. Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by Subscriber
to a person agreeing to be bound by the terms hereof, including the transfer restrictions contained in Section 7 hereof.
10.2
Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter
thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.
10.3
Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged
or terminated other than by a written instrument signed by all of the parties hereto.
10.4
Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective
heirs, legal representatives, successors and permitted assigns.
11.
Notices.
11.1 Notices.
Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing
and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or
sent by courier (which for all purposes of this Agreement shall include Federal Express or other recognized overnight courier) or
mailed to said party by certified mail, return receipt requested, at its address provided for herein or such other address as either
may designate for itself in such notice to the other. Communications shall be deemed to have been received when delivered
personally, on the scheduled arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt of
confirmation of transmittal or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission,
such notice shall be deemed to be delivered (i) if by electronic mail, when directed to an electronic mail address at which the
stockholder has consented to receive notice; (ii) if by a posting on an electronic network together with separate notice to the
stockholder of such specific posting, upon the later of (1) such posting and (2) the giving of such separate notice; and (iii) if by
any other form of electronic transmission, when directed to the stockholder.
12.
Counterparts; Electronic Signatures.
This Agreement may be
executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall
constitute one and the same instrument. The words “execution,” signed,” “signature,” and words of like
import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include images of manually
executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif”
or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic
signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated,
received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature
or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including,
without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
13.
Survival; Severability.
13.1
Survival. The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing Date.
13.2
Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to
be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such
severability shall be effective if it materially changes the economic benefit of this Agreement to any party.
14.
Headings.
The titles and subtitles used
in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
[remainder of page intentionally left blank]
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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MOUNT RAINIER ACQUISITION CORP.
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By:
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Name: Matthew Kearney
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Title: Chief Executive Officer
|
|
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SUBSCRIBER:
|
|
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|
|
|
DC RAINIER SPV LLC
|
|
|
By:
Dominion Capital LLC, its Manager
|
|
|
By: Dominion Capital Holdings LLC, its
Manager
|
|
|
|
|
|
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By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
Number
of Private Placement Units: ______________
|
|
|
|
|
|
|
|
|
Matthew Kearney
|
|
|
Number of Private Placement Units: _________
|
|
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|
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Young Cho
|
|
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Number of Private Placement Units: _________
|
[Signature Page to Private Placement Unit Subscription
Agreement]
Schedule I
Schedule of Subscribers
|
Subscriber Name:
|
Notice Information:
|
Number of Private Placement Units:
|
Purchase Price
|
|
DC Rainer SPV LLC
|
|
|
|
|
Matthew Kearney
|
|
|
|
|
Young Cho
|
|
|
|
|
|
|
Total: 251,200
|
$2,512,000
|
Exhibit 10.6
STOCK ESCROW AGREEMENT
This STOCK ESCROW AGREEMENT,
dated as of [●], 2021 (“Agreement”), by and among MOUNT RAINIER ACQUISITION CORP., a Delaware corporation (“Company”)
and the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”) and AMERICAN
STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (“Escrow Agent”).
WHEREAS, the Company has entered
into an Underwriting Agreement, dated as of [●], 2021 (“Underwriting Agreement”), with A.G.P./Alliance
Global Partners, as representative of the underwriters ( the “Underwriters”), pursuant to which, among other matters,
the Underwriters have agreed to purchase 15,000,000 units (“Units”)
of the Company, plus an additional 2,250,000 Units if the Underwriters exercise
their over-allotment option in full. Each Unit consists of one share of common stock of the Company, par value $0.0001 per share (the
“Common Stock”), and one warrant, with each warrant entitling the holder thereof to purchase one-half of one share of the
Common Stock at an exercise price of $11.50 per whole share, all as more fully described in the Company’s final Prospectus, dated
[●], 2021 (“Prospectus”), comprising part of the Company’s Registration Statement on Form S-1 (File No. 333-256816)
under the Securities Act of 1933, as amended (“Registration Statement”), declared effective on [●], 2021 (“Effective
Date”).
WHEREAS, the Initial Stockholders
have agreed as a condition of the sale of the Units to deposit their “founder shares” (as defined in the Prospectus), as set
forth opposite their respective names on Exhibit A attached hereto (collectively “Escrow Shares”), in escrow as hereinafter
provided.
WHEREAS, the Company and the
Initial Stockholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed as hereinafter provided.
IT IS AGREED:
1. Appointment of Escrow
Agent. The Company and the Initial Stockholders hereby appoint the Escrow Agent to act in accordance with and subject to the terms
of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms.
2. Deposit of Escrow Shares.
On or prior to the date hereof, each of the Initial Stockholders delivered to the Escrow Agent certificates representing such Initial
Stockholder’s respective Escrow Shares, together with applicable share powers, to be held and disbursed subject to the terms and
conditions of this Agreement. Each of the Initial Stockholders acknowledges that the certificate representing such Initial Stockholder’s
Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement.
3. Disbursement of the
Escrow Shares.
3.1 The Escrow Agent shall
hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date hereof ending on the earlier of
(i) one year after the date of the consummation of the Company’s initial business combination (as described in the
Registration Statement, hereinafter a “Business Combination”) and (ii) the date on which the closing price of the Common
Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, stock capitalizations, reorganizations and
recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 following the closing of the
Company’s initial Business Combination. The Company shall promptly provide notice of the consummation of a Business
Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Initial
Stockholder’s Escrow Shares (and any applicable share power) to such Initial Stockholder; provided, however, that if the
Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the
Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further,
however, that if, after the Company consummates an initial Business Combination, the Company (or the surviving entity) subsequently
consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders of such
entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will,
upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company,
in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions
have been achieved, as applicable, release the Escrow Shares to the Initial Stockholders. The Escrow Agent shall have no further
duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1.
3.2 Notwithstanding Section
3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 2,250,000
Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Stockholders
agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Shares held by the Initial
Stockholders listed on Exhibit B determined by multiplying (a) the product of (i) 562,500
multiplied by (ii) a fraction, (x) the numerator of which is the number of Escrow Shares held by each such holder, and (y) the denominator
of which is the total number of Escrow Shares, by (b) a fraction, (i) the numerator of which is 2,250,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of
which is 2,250,000. The Company shall promptly provide notice to the Escrow Agent
of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters
in connection with their exercise thereof.
4. Rights of Initial Stockholders
in Escrow Shares.
4.1 Voting Rights as a Stockholder.
Subject to the terms of the Insider Letters (as defined below) described in Section 4.4 hereof and except as herein provided, the Initial
Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation,
the right to vote such shares.
4.2 Dividends and Other Distributions
in Respect of the Escrow Shares. During the Escrow Period, all dividends payable in cash with respect to the Escrow Shares shall be
paid to the Initial Stockholders, but all dividends payable in stock or other non-cash property (“Non-Cash Dividends”) shall
be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow Shares” shall
be deemed to include the Non-Cash Dividends distributed thereon, if any.
4.3 Restrictions on Transfer.
During the Escrow Period, the only permitted transfers of the Escrow Shares will be (1) to any persons or entities (including their affiliates
and stockholders) participating in the private placement of the “private warrants” (as defined in the Prospectus), and officers,
directors, stockholders, employees and members of the Initial Stockholders and their respective affiliates, (2) amongst the Initial Stockholders
(including, to the extent the Initial Stockholders are entities, to such entity’s members, partners, stockholders or other equity
holders) or to the Company’s officers, directors and employees, (3) if any Initial Stockholder is an entity, as a distribution to
its partners, stockholders, or members upon its liquidation, (4) by bona fide gift to a member of the Initial Stockholder’s (or
its permitted transferee’s) immediate family or to a trust, the beneficiary of which is the Initial Stockholder (or its permitted
transferee) or a member of the Initial Stockholder’s (or its permitted transferee’s) immediate family, for estate planning
purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7)
by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private sales
at prices no greater than the price at which the founder shares were originally purchased or (9) for the cancellation of up to 562,500
shares of Common Stock subject to forfeiture to the extent that the Underwriters’ over-allotment is not exercised in full or in
part or in connection with the consummation of the Company’s initial business combination, in each case (except for clause 9 or
with the Company’s prior consent) where such permitted transferee agrees to the terms of this Agreement and the Insider Letter (as
defined below).
4.4 Insider Letters.
Each of the Initial Stockholders has executed a letter agreement with the Representatives and the Company, dated as indicated on Exhibit
C hereto, and the form of which is filed as an exhibit to the Registration Statement (“Insider Letter”), respecting the
rights and obligations of such Initial Stockholder in certain events, including but not limited to the liquidation of the Company.
5. Concerning the Escrow
Agent.
5.1 Good Faith Reliance.
The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment,
and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the
validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is
believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be
bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing
delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless
it shall have given its prior written consent thereto.
5.2 Indemnification.
The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including reasonable counsel
fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any
claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent
hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from the gross negligence or willful
misconduct of the Escrow Agent (as determined by a court of competent jurisdiction in a final and non-appealable decision). Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement
of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of
such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court
to determine ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate
court or it may retain the Escrow Shares pending receipt of a final, non-appealable order of a court having jurisdiction over all of
the parties hereto directing to whom and under what circumstances the Escrow Shares are to be disbursed and delivered. The
provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6
below.
5.3 Compensation. The
Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered by it hereunder. The Escrow Agent
shall also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the administration of its duties hereunder
including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental
charges.
5.4 Further Assurances.
From time to time on and after the date hereof, the Company and the Initial Stockholders shall deliver or cause to be delivered to the
Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably
request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself
that it is protected in acting hereunder.
5.5 Resignation. The
Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto
written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time
that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company, the Escrow Shares held hereunder. If no new
escrow agent is so appointed within the 90 day period following the giving of such notice of resignation, the Escrow Agent may deposit
the Escrow Shares with any court it reasonably deems appropriate.
5.6 Discharge of Escrow Agent.
The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing at any time by the
other parties hereto, jointly, provided, however, that such resignation shall become effective only upon acceptance of appointment by
a successor escrow agent as provided in Section 5.5.
5.7 Liability. Notwithstanding
anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence or its own
willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).
5.8 Waiver. The
Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in,
or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and the Escrow Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
6. Miscellaneous.
6.1 Governing Law. This
Agreement shall for all purposes be deemed to be made under and shall be construed 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.
6.2 Third Party Beneficiaries.
Each of the Initial Stockholders hereby acknowledges that each of the Representatives is a third party beneficiary of this Agreement and
this Agreement may not be modified or changed without the prior written consent of the Representatives.
6.3 Entire Agreement.
This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly
provided herein, may not be changed or modified except by an instrument in writing signed by the party to the charged.
6.4 Headings. The headings
contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation thereof.
6.5 Binding Effect. This
Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives, successors
and assigns; provided, that the Escrow Agent may not assign this Agreement without the prior written consent of the Company.
6.6 Notices. Any notice
or other communication required or which may be given hereunder shall be in writing and either be delivered personally or be mailed, certified
or registered mail, or by private national courier service, return receipt requested, postage prepaid, or by e-mail as described below,
and shall be deemed given when so delivered personally or by e-mail or, if mailed or sent by private national courier service, two days
after the date of mailing or the date of delivery to the private national courier service, as follows:
If to the Company or a Stockholder,
to:
Mount Rainier Acquisition Corp.
256 W. 38th Street, 15th Floor
New York, NY 10018
Attn: Matthew
Kearney
Copy (which copy
shall not constitute notice) to:
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Attn: Mitchell Nussbaum, Esq.
Email:
and if to the Escrow Agent, to:
American Stock Transfer & Trust
Company, LLC
201 15th Avenue |
Brooklyn, NY 11219
A copy (which copy shall not constitute
notice) sent hereunder shall be sent to:
A.G.P./Alliance
Global Partners
590 Madison Avenue, 28th Floor
New York, NY 10022
Attn: Thomas J. Higgins
Email:
and: Manatt,
Phelps & Phillips LLP
695 Town Center Drive, 14th Floor
Costa Mesa, California 92626
Attn: Thomas J. Poletti
Email:
The parties hereto consent
to the delivery of notices or other communication by electronic transmission at the e-mail address set forth below the respective party’s
name in Section 6.6 hereto. To the extent that any notice given by means of electronic transmission is returned or undeliverable for any
reason, the foregoing consent shall be deemed to have been revoked until a new or corrected e-mail address has been provided, and such
attempted electronic notice shall be ineffective and deemed to not have been given. Each party agrees to promptly notify the other parties
of any change in its e-mail address, and that failure to do so shall not affect the foregoing. The parties may change the persons and
addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided
herein for giving notice.
6.7 Liquidation of the Company.
The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company
fails to consummate a Business Combination within the time period specified in the Prospectus.
[Signature Page Follows]
WITNESS the execution of this
Agreement as of the date first above written.
|
|
MOUNT RAINIER
ACQUISITION CORP.
|
|
|
|
|
|
By:
|
|
|
|
|
Name: Matthew Kearney
|
|
|
|
Title: Chief Executive Officer
|
|
|
|
|
|
AMERICAN STOCK
TRANSFER & TRUST COMPANY, LLC
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
|
Title:
|
Vice President
|
|
|
|
|
|
INITIAL
STOCKHOLDERS:
|
|
|
|
|
|
DC
RAINIER SPV LLC
|
|
|
By:
|
Dominion Capital LLC, its Manager
|
|
|
By:
|
Dominion Capital Holdings LLC, its Manager
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
A.G.P./Alliance
Global Partners
|
|
|
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By:
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
|
|
|
Matthew
Kearney
|
|
|
|
|
|
|
|
|
|
|
|
Young
Cho
|
|
|
|
|
|
|
|
|
|
|
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Otto
Risbakk
|
|
|
|
|
|
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|
|
|
|
|
Christina
Favilla
|
|
|
|
|
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|
|
|
|
|
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Jeffery
Bistrong
|
[Signature Page to Escrow
Agreement]
EXHIBIT A
Initial Stockholders; Escrow Shares
|
Name
of Initial Stockholders*
|
|
Number
of Shares
|
|
Date
of
Insider Letter
|
|
DC Rainier
SPV LLC
|
|
2,551,919
|
|
|
|
A.G.P./Alliance
Global Partners
|
|
1,265,000
|
|
|
|
Matthew
Kearney
|
|
336,985
|
|
|
|
Young
Cho
|
|
101,095
|
|
|
|
Otto
Risbakk
|
|
19,167
|
|
|
|
Christina
Favilla
|
|
19,167
|
|
|
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Jeffery Bistrong
|
|
19,167
|
|
|
EXHIBIT B
Escrow Shares subject to cancellation
|
DC Rainier SPV LLC
|
332,859
|
|
A.G.P./Alliance Global Partners
|
165,000
|
|
Matthew Kearney
|
43,955
|
|
Young Cho
|
13,186
|
|
Otto Risbakk
|
2,500
|
|
Christina Favilla
|
2,500
|
|
Jeffery Bistrong
|
2,500
|
EXHIBIT C
Insider Letter
Insider Letter by and between the Company, DC
Rainier SPV LLC, A.G.P./Alliance Global Partners, Matthew Kearney, Young Cho, Otto
Risbakk, Christina Favilla, and Jeffery Bistrong, dated [●], 2021.
Exhibit 10.7
Mount Rainier Acquisition Corp.
256 W. 38th Street, 15th Floor
New York, NY 10018
[●], 2021
DC Rainier SPV LLC
501 Silverside Road, Suite 102
Wilmington, Delaware 19809
Re: Administrative Services Agreement
Ladies and Gentlemen:
This letter agreement by and
between Mount Rainier Acquisition Corp., a Delaware corporation (the “Company”) and Dominion Capital LLC, a Delaware
limited liability company (“DC LLC”) will confirm our agreement that, commencing on the date the securities of the
Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on
Form S-1 (Registration No. 333-[ ]) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration
Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined
in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier
date hereinafter referred to as the “Termination Date”):
(i) DC LLC shall make available,
or cause to be made available, to the Company, at 256 W. 38th Street, 15th Floor New York, NY 10018 (or any successor location of DC LLC),
certain office space, utilities and secretarial and administrative support as may be reasonably required by the Company. In exchange therefor,
the Company shall pay DC LLC the sum of $10,000 per month payable commencing on the Listing Date and continuing monthly thereafter until
the Termination Date. DC LLC agrees that payment of such amounts will be deferred, without interest, until the date of consummation by
the Company of the initial Business Combination; and
(ii) DC LLC hereby irrevocably
waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this letter agreement
in or to, and any and all right to seek payment of any amounts due to it (each, a “Claim”) out of, the trust account
established for the benefit of the public stockholders of the Company and into which substantially all of the proceeds of the Company’s
initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have
in the future, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the
Trust Account, and further agrees not to 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.
No party hereto may assign
either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other
party. Any purported assignment in violation of this 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 constitutes
the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law
or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without
giving effect to its choice of law principles.
[Signature Page Follows]
|
|
MOUNT RAINIER ACQUISITION CORP.
|
|
|
Name:
|
Matthew
Kearney
|
|
|
Title:
|
Chief
Executive Officer
|
|
|
AGREED TO AND ACCEPTED BY:
|
|
|
DOMINION CAPITAL LLC
|
|
|
By: Dominion Capital Holdings LLC, its Manager
|
[Signature Page to Administrative
Services Agreement]
Exhibit 10.8
INDEMNITY AGREEMENT
THIS
INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Mount
Rainier Acquisition Corp.,
a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
RECITALS
WHEREAS, highly competent
persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided
with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising
out of their service to and activities on behalf of such corporations;
WHEREAS, the Board
of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals,
the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company
and its Subsidiaries (as defined herein) from certain liabilities. Although the furnishing of such insurance has been a customary and
widespread practice among United States-based corporations 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 and other persons in service to corporations 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 Certificate of Incorporation (the “Charter”) and
the Bylaws (the “Bylaws”) of the Company require indemnification of the officers and directors of the Company.
Indemnitee may also be entitled to indemnification pursuant to applicable provisions of the Delaware General Corporation Law (the “DGCL”).
The Charter, Bylaws and the DGCL 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 of directors, officers and other persons with
respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights;
WHEREAS, the uncertainties
relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;
WHEREAS, the Board
has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s
stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, it is reasonable,
prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses
on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company
free from undue concern that they will not be so protected against liabilities;
WHEREAS, this Agreement
is a supplement to and in furtherance of the Charter and Bylaws of the Company and any resolutions adopted pursuant thereto, and shall
not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;
WHEREAS, Indemnitee
may not be willing to serve as an officer, director, advisor or in another capacity 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 or she be so indemnified; and
NOW, THEREFORE, in
consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●],
2021, the Company and Indemnitee do hereby covenant and agree as follows:
TERMS AND CONDITIONS
1. SERVICES TO THE
COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve
as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly
elected or appointed or retained or until Indemnitee tenders his or her resignation or until Indemnitee is removed or dies. The foregoing
notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor,
key employee or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation
on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other
agreements or commitments of the parties, if any.
2. DEFINITIONS. As used in this Agreement:
(a) References to “agent”
shall mean any person who is or was a director, officer or employee of the Company or a Subsidiary of the Company or other person authorized
by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, advisor, fiduciary
or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request
of, for the convenience of, or to represent the interests of the Company or a Subsidiary of the Company.
(b) The terms “Beneficial
Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated
under the Exchange Act (as defined below) as in effect on the date hereof.
(c) A “Change
in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following
events:
(i) Acquisition of
Stock by Third Party. Other than an affiliate of DC Rainier SPV LLC DC Rainier SPV LLC , any Person (as defined below) is or becomes
the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined
voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the
change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate
number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved
in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of
this definition;
(ii) Change in Board
of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination
for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who
were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing
Directors”), cease for any reason to constitute at least a majority of the members of the Board;
(iii) Corporate
Transactions. The effective date of a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization or
other reorganization or similar business combination, involving the Company and one or more businesses or entities (a
“Business Combination”), in each case, unless, following such Business Combination: (1) all or
substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the
election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the
combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors
resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns
the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in
substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to
vote generally in the election of directors; (2) other than an affiliate of DC Rainier SPV LLC, no Person (excluding any
corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the
combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving
corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of
the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the
execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
(iv) Liquidation.
The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the
sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s
current receivables or escrows due (or, if such stockholder approval is not required, the decision by the Board to proceed with such a
liquidation, sale, or disposition in one transaction or a series of related transactions); or
(v) Other Events.
There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as
defined below), whether or not the Company is then subject to such reporting requirement.
(d) “Corporate
Status” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing
member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving
at the request of the Company.
(e) “Delaware Court”
shall mean the Court of Chancery of the State of Delaware.
(f) “Disinterested
Director” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect
of which indemnification is sought by Indemnitee.
(g) “Enterprise”
shall mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation
or merger to which the Company (or any of its wholly owned Subsidiaries) is a party, limited liability company, partnership, joint venture,
trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer,
trustee, general partner, managing member, fiduciary, employee or agent.
(h) “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended.
(i) “Expenses”
shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable
attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private
investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,
fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating
in, a Proceeding (as defined below). Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding
(as defined below), including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas
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.
(j) References to “fines”
shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references to “serving at the
request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which
imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan,
its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best
interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner
“not opposed to the best interests of the Company” as referred to in this Agreement.
(k)
“Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in
matters of corporation law and that neither presently is, nor in the past five years has been, retained to represent: (i) the
Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under
this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding
(as defined below) giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights
under this Agreement.
(l) The term “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided,
however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries of the Company; (iii) any employment
benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of any corporation owned, directly or indirectly,
by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; and (iv) any
trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary of the Company or of a
corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of
stock of the Company.
(m) The term “Proceeding”
shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or
otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative or related
nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was
a director or officer of the Company, by reason of any action (or failure to act) taken by him or her or of any action (or failure to
act) on his or her part while acting as a director or officer of the Company, or by reason of the fact that he or she is or was serving
at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other
Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification,
reimbursement, or advancement of expenses can be provided under this Agreement.
(n) The term “Subsidiary,”
with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity of
which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.
3. INDEMNITY IN THIRD-PARTY
PROCEEDINGS. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee
in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant
(as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment
in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified,
held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including
all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties
and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding
or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or
her conduct was unlawful.
4. INDEMNITY IN PROCEEDINGS
BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and
exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party
to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in
its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held
harmless and exonerated against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with
such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made
under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court
to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall
determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee
is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.
5. INDEMNIFICATION
FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except for Section 27,
to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful,
on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall,
to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and
reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful,
on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the
fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably
incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is
not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless
and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue,
or matter on which Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim,
issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim,
issue or matter.
6. INDEMNIFICATION
FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement except for Section 27, to the extent that Indemnitee
is, by reason of his or her Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened
to be made a party, he or she shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against
all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.
7. ADDITIONAL INDEMNIFICATION,
HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4, 5, or 27, the Company shall, to the fullest
extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be
made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all
Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable
in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably
incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under
this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to
the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation
of the law.
8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.
(a) To the fullest extent
permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable
to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee,
shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts
paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to
such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.
(b) The Company shall
not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such
Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.
(c) The Company hereby
agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors
or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.
9. EXCLUSIONS.
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification,
advance expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:
(a) for which payment
has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision, except
with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement
provision or otherwise;
(b) for an accounting
of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of
the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or
(c) except as otherwise
provided in Sections 14(f)-(g) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding)
initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or
its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding)
prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion,
pursuant to the powers vested in the Company under applicable law. Indemnitee shall seek payments or advances from the Company only to
the extent that such payments or advances are unavailable from any insurance policy of the Company covering Indemnitee.
10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.
(a) Notwithstanding any provision
of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall
pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection
with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from
time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and
interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the
Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other
provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right
of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the
fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made
only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that
it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the
Charter, the Bylaws of the Company, applicable law or otherwise. This Section 10(a) shall not apply to any claim made by Indemnitee
for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9.
(b) The Company will be entitled
to participate in the Proceeding at its own expense.
(c) The Company shall not settle
any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Indemnitee
without Indemnitee’s prior written consent.
11. PROCEDURE FOR NOTIFICATION AND APPLICATION
FOR INDEMNIFICATION.
(a) Indemnitee agrees to notify
promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document
relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights,
or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any
obligation which it may have to Indemnitee under this Agreement, or otherwise.
(b) Indemnitee may deliver to
the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may
be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such
a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according
to Section 12(a) of this Agreement.
12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.
(a) A determination, if required
by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the
following methods: (i) if no Change in Control has occurred, (x) by a majority vote of the Disinterested Directors, even though less
than a quorum of the Board, (y) by a committee of Disinterested Directors, even though less than a quorum of the Board, or (z) if
there are no Disinterested Directors, or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the
Board, a copy of which shall be delivered to Indemnitee, or (ii) if a Change in Control has occurred, by Independent Counsel in a written
opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect
to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which
indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be
made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity
making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons
or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure
and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including reasonable
attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination
shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company
hereby agrees to indemnify and to hold Indemnitee harmless therefrom.
(b) In the event the determination
of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel
shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall
request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity
of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent
Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall
give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent
Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either
event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall
have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent
Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis
of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection
is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection
is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after
submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall
have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection
which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment
as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved
or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial
proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved
of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
(c) The Company agrees to pay
the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any
and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.
13. PRESUMPTIONS AND EFFECT OF CERTAIN
PROCEEDINGS.
(a) In making a
determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for
indemnification in accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to
overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that
presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made a
determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances
because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by the
Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense
to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b) If the person, persons or
entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall
not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination
of entitlement to indemnification shall, to the fullest extent permitted by law, 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 final
judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such
30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making
the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating
of documentation and/or information relating thereto.
(c) The termination of any Proceeding
or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent,
shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe
that his or her conduct was unlawful.
(d) For purposes of any determination
of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books
of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, manager, or officers
of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the
Board or any director, trustee, general partner, manager or managing member, or on information or records given or reports made to the
Enterprise, its Board, any committee of the Board or any director, officer, trustee, general partner, manager or managing member, by an
independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the
Board or any director, officer, trustee, general partner, manager or managing member. The provisions of this Section 13(d) shall
not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the
applicable standard of conduct set forth in this Agreement.
(e) The knowledge and/or actions,
or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise
shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
14. REMEDIES OF INDEMNITEE.
(a) In the event that
(i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made
pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made
pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt by the Company of the request for
indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of
Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor,
(v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of
indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has
been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or
exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement, Indemnitee shall be
entitled to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement
rights. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single
arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein,
the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall
not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination
shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration,
on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.
(c) In any judicial proceeding
or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless,
exonerated to receive advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not
entitled to be indemnified, held harmless, exonerated and to receive advancement of Expenses, as the case may be, and the Company may
not refer to or introduce into evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee
for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall
not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect
to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).
(d) If a determination shall
have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall
be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially
misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(e) The Company shall be precluded
from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions
of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the
Company is bound by all the provisions of this Agreement.
(f) The Company shall indemnify
and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within
ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable
law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee: (i) to
enforce his or her rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration,
advancement or contribution agreement or provision of the Charter, or the Bylaws now or hereafter in effect; or (ii) for recovery
or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee
ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance
recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).
(g) Interest shall be paid by
the Company to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies, holds harmless or exonerates,
or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee
requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with
the date on which such payment is made to Indemnitee by the Company.
15. SECURITY.
Notwithstanding anything herein to the contrary, except for Section 27, to the extent requested by Indemnitee and approved by the
Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder
through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not
be revoked or released without the prior written consent of Indemnitee.
16. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS;
INSURANCE; SUBROGATION.
(a) The rights of Indemnitee
as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under
applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment,
alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement
in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter
therein arising out of, or related to, any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment,
alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification,
hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Charter, the Bylaws or
this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded
by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and
remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity
or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other right or remedy.
(b) The DGCL, the Charter and
the Bylaws permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but
not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on
behalf of Indemnitee against any liability asserted against him or her, or incurred by or on behalf of him or her or in such capacity
as a director, officer, employee or agent of the Company, or arising out of his or her status as such, whether or not the Company would
have the power to indemnify him or her against such liability under the provisions of this Agreement or under the DGCL, as it may then
be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect
the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution
and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company
or the other party or parties thereto under any such Indemnification Arrangement.
(c) To the extent that the Company
maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers, managing
members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company, Indemnitee
shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for
any such director, officer, trustee, partner, managers, managing member, fiduciary, employee or agent under such policy or policies. If,
at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness,
deponent or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such
Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all
necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding
in accordance with the terms of such policies.
(d) In the event of any payment
under this Agreement, the Company, to the fullest extent permitted by law, 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.
(e) The Company’s
obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request
of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other
Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments
or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary except for
Section 27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification,
hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to
Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement, and (ii) the
Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has
pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person
or entity other than the Company.
17. DURATION OF AGREEMENT.
All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer
of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation,
partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and
shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and
any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his or her Corporate Status, whether
or not he or she is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement
can be provided under this Agreement.
18. SEVERABILITY.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the
validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any
Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not
itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest
extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable
law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of
this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested thereby.
19. ENFORCEMENT AND BINDING EFFECT.
(a) The Company expressly confirms
and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve
as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in
serving as a director, officer or key employee of the Company.
(b) Without limiting any of
the rights of Indemnitee under the Charter or Bylaws of the Company as they may be amended from time to time, this Agreement constitutes
the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings,
oral, written and implied, between the parties hereto with respect to the subject matter hereof.
(c) The indemnification, hold
harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be
enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall continue as to an
Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee, general partner,
manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall inure to the
benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.
(d) The Company shall require
and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial
part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to
assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if
no such succession had taken place.
(e) The Company and
Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable
and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto
agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive
relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking
injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to
which he or she may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by
law, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions
and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company
acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent
jurisdiction, the Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by
law.
20. MODIFICATION AND
WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company and
Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions
of this Agreement nor shall any waiver constitute a continuing waiver.
21. NOTICES. All
notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given
(i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed
by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:
(a) If to Indemnitee,
at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to
the Company.
(b) If to the Company, to:
Mount Rainier Acquisition Corp
256 W. 38th Street, 15th Floor
New York, NY 10018Attention: Matthew Kearney
With a copy, which shall not constitute notice, to
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Attn: Mitch Nussbaum, Esq.
Fax No.: (212) 407-4990
or to any other address as may have been furnished to Indemnitee in
writing by the Company.
22. APPLICABLE LAW
AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced
in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration
commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest extent permitted by law, 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 Delaware 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 Delaware 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 Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding
brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
To the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers in connection with any such
action or proceeding in the manner provided by Section 21 or in such other manner as may be permitted by law, shall be valid and
sufficient service thereof.
23. IDENTICAL COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of
which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability
is sought needs to be produced to evidence the existence of this Agreement.
24. MISCELLANEOUS.
Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs
of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction
thereof.
25. PERIOD OF LIMITATIONS.
No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s
spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause
of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing
of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to
any such cause of action such shorter period shall govern.
26. ADDITIONAL ACTS.
If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest
extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted
in a manner that will enable the Company to fulfill its obligations under this Agreement.
27. WAIVER OF CLAIMS
TO TRUST ACCOUNT. Indemnitee hereby agrees that he or she does not have any right, title, interest or claim of any kind (each, a “Claim”)
in or to any monies in the trust account established in connection with the Company’s initial public offering for the benefit of
the Company and holders of shares issued in such offering, and hereby waives any Claim he or she may have in the future as a result of,
or arising out of, any services provided to the Company and will not seek recourse against such trust account for any reason whatsoever.
28. MAINTENANCE OF
INSURANCE. The Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for which
the Company is obligated to indemnify Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies
to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s
performance of its indemnification obligations under this Agreement. Indemnitee shall be covered by such policy or policies in accordance
with its or their terms to the maximum extent of the coverage available for any such director or officer under such policy or policies.
In all such insurance policies, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee with the same rights
and benefits as are accorded to the most favorably insured of the Company’s directors and officers.
[Signature Page Follows]
IN WITNESS WHEREOF,
the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.
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Mount
Rainier Acquisition Corp.
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By:
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Name: Matthew Kearney
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Title: Chief
Executive Officer
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INDEMNITEE
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By:
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Name:
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Title:
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Exhibit 14
CODE OF ETHICS
OF
MOUNT RAINIER ACQUISITION CORP.
The Board of Directors (the
“Board”) of Mount Rainier Acquisition Corp. has adopted this code of ethics (this “Code”),
as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees to:
● promote honest
and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
● promote the full,
fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities
and Exchange Commission (the “SEC”), as well as in other public communications made by or on behalf of the Company;
● promote compliance
with applicable governmental laws, rules and regulations;
● deter wrongdoing;
and
● require prompt
internal reporting of breaches of, and accountability for adherence to, this Code.
This Code may be amended and
modified by the Board. In this Code, references to the “Company” mean Mount Rainier Acquisition Corp.,
and, in appropriate context, the Company’s subsidiaries, if any.
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2.
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Honest, Ethical and Fair Conduct
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Each person owes a duty to
the Company to act with integrity. Integrity requires, among other things, being honest, fair and candid. Deceit, dishonesty
and subordination of principle are inconsistent with integrity. Service to the Company should never be subordinated to personal
gain or advantage.
Each person must:
● Act with integrity,
including being honest and candid while still maintaining the confidentiality of the Company’s information where required or when
in its interests;
● Observe all applicable
governmental laws, rules and regulations;
● Comply with the
requirements of applicable accounting and auditing standards, as well as Company policies, in order to maintain a high standard of accuracy
and completeness in the Company’s financial records and other business-related information and data;
● Adhere to a high
standard of business ethics and not seek competitive advantage through unlawful or unethical business practices;
● Deal fairly with
the Company’s customers, suppliers, competitors and employees;
● Refrain from
taking advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or
any other unfair-dealing practice;
● Protect the assets
of the Company and ensure their proper use;
● Until the
earliest of (i) the Company’s initial business combination (as such is defined in the Company’s initial registration
statement filed with the SEC), (ii) liquidation, or (iii) such time as such person ceases to be an officer or director of the
Company, to first present to the Company for its consideration, prior to presentation to any other entity, any business opportunity
suitable for the Company, subject to the Company’s certificate of incorporation in effect from time to time and to any other
fiduciary or contractual obligations such officer may have; and
● Avoid conflicts
of interest, wherever possible, except as may be allowed under guidelines or resolutions approved by the Board (or the appropriate committee
of the Board) or as disclosed in the Company’s public filings with the SEC. Anything that would be a conflict for a person subject
to this Code also will be a conflict for a member of his or her immediate family or any other close relative. Examples of conflict of
interest situations include, but are not limited to, the following:
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any significant ownership interest in any target, supplier or customer;
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any consulting or employment relationship with any target, supplier or customer;
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the receipt of any money, non-nominal gifts or
excessive entertainment from any entity with which
the Company has current or prospective business
dealings;
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selling anything to the Company or buying anything
from the Company, except on the same terms
and conditions as comparable officers or directors
are permitted to so purchase or sell;
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any other financial transaction, arrangement or
relationship (including any indebtedness or guarantee
of indebtedness) involving the Company; and
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any other circumstance, event, relationship or
situation in which the personal interest of a person subject
to this Code interferes — or even appears
to interfere — with the interests of the Company as a whole.
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Notwithstanding the foregoing,
nothing herein shall prohibit a director, officer, employee or contractor of the Company from reporting possible violations of federal
law or regulation to any governmental agency or entity or making other disclosures that are protected pursuant to federal law or regulation.
Prior authorization from the Company is not required in order to make any such reports or disclosures and the reporting individual is
not required to notify the Company that such reports or disclosures have been made.
In addition, pursuant to the
Defend Trade Secrets Act, employees shall not be held criminally or civilly liable under any Federal or State trade secret law for the
disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly,
or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or
other document filed in a lawsuit or other proceeding, if such filing is made under seal. Should any provision in this Code conflict with
this provision, this provision shall control.
The Company strives to ensure
that the contents of and the disclosures in the reports and documents that the Company files with the SEC and other public communications
shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards, including standards of materiality,
where appropriate. Each person must:
● not knowingly
misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to
the Company’s independent registered public accountants, governmental regulators, self-regulating organizations and other governmental
officials, as appropriate; and
● in relation to
his or her area of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness.
In addition to the
foregoing, the Chief Executive Officer (“CEO”) and the Chief Financial Officer
(“CFO”) of the Company and each subsidiary of the Company (or persons performing similar functions), and
each other person that typically is involved in the financial reporting of the Company must familiarize himself or herself with the
disclosure requirements applicable to the Company as well as the business and financial operations of the Company.
Each person must promptly
bring to the attention of the Chairman of the Board any information he or she may have concerning (a) significant deficiencies in
the design or operation of internal and/or disclosure controls that could adversely affect the Company’s ability to record, process,
summarize and report financial data or (b) any fraud that involves management or other employees who have a significant role in the
Company’s financial reporting, disclosures or internal controls.
It is the Company’s
obligation and policy to comply with all applicable governmental laws, rules and regulations. All directors, officers and employees
of the Company are expected to understand, respect and comply with all of the laws, regulations, policies and procedures that apply to
them in their positions with the Company. Employees are responsible for talking to their supervisors to determine which laws, regulations
and Company policies apply to their position and what training is necessary to understand and comply with them.
Directors, officers and employees
are directed to specific policies and procedures available to persons they supervise.
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5.
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Reporting and Accountability
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The Board is responsible for
applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular
situation. Any person who becomes aware of any existing or potential breach of this Code is required to notify the Chairman of the
Board promptly. Failure to do so is, in and of itself, a breach of this Code.
Specifically, each person must:
● notify the Chairman
of the Board promptly of any existing or potential violation of this Code; and
● not retaliate
against any other person for reports of potential violations that are made in good faith.
The Company will follow the
following procedures in investigating and enforcing this Code and in reporting on this Code:
● The Board will
take all appropriate action to investigate any breaches reported to it.
● Upon determination
by the Board that a breach has occurred, the Board (by majority decision) will take or authorize such disciplinary or preventive action
as it deems appropriate, after consultation with the Company’s internal or external legal counsel, up to and including dismissal
or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities.
No person following the above
procedure shall, as a result of following such procedure, be subject by the Company or any officer or employee thereof to discharge, demotion
suspension, threat, harassment or, in any manner, discrimination against such person in terms and conditions of employment.
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6.
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Waivers and Amendments
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Any waiver (defined below)
or an implicit waiver (defined below) from a provision of this Code for the principal executive officer, principal financial officer,
principal accounting officer or controller, and persons performing similar functions or any amendment (as defined below) to this Code
is required to be disclosed in a current report on Form 8-K filed with the SEC. In lieu of filing a current report on Form 8-K
to report any such waivers or amendments, the Company may provide such information on its website, in the event that it establishes one
in the future, if it keeps such information on the website for at least 12 months and discloses the website address as well as any intention
to provide such disclosures in this manner in its most recently filed Annual Report on Form 10-K.
A “waiver” means
the approval by the Board of a material departure from a provision of this Code. An “implicit waiver” means the Company’s
failure to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made
known to an executive officer of the Company. An “amendment” means any amendment to this Code other than minor technical,
administrative or other non-substantive amendments hereto.
All persons should note that
it is not the Company’s intention to grant or to permit waivers from the requirements of this Code. The Company expects full
compliance with this Code.
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7.
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Insider Information and Securities Trading
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No person who is aware of
material, non-public information about the Company may, directly or indirectly, buy or sell the Company’s securities or engage in
another action to take advantage of such information. It is also against the law to trade or to “tip” others who might
make an investment decision based on material, non-public information about the Company. For example, using material, non-public
information to buy or sell the Company’s securities, options in the Company’s securities or the securities of any Company
supplier, customer or competitor is prohibited. The consequences of insider trading violations can be severe. These rules also
apply to the use of material, nonpublic information about other companies (including, for example, our customers, competitors, potential
business partners and potential targets). In addition to directors, officers or employees, these rules apply to such person’s
spouse, children, parents and siblings, as well as any other family members living in such person’s home.
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8.
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Financial Statements and Other Records
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All of the Company’s
books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s
transactions and must both conform to applicable legal requirements and to the Company’s system of internal controls. Unrecorded
or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation.
Records should always be retained
or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation
or governmental investigation, please consult the Board or the Company’s internal or external legal counsel.
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9.
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Improper Influence on Conduct of Audits
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No director or officer, or
any other person acting under the direction thereof, shall directly or indirectly take any action to coerce, manipulate, mislead or fraudulently
influence any public or certified public accountant engaged in the performance of an audit or review of the financial statements of the
Company or take any action that such person knows or should know that if successful could result in rendering the Company’s financial
statements materially misleading. Any person who believes such improper influence is being exerted should report such action to
such person’s supervisor, or if that is impractical under the circumstances, to any of our directors.
Types of conduct that could constitute improper
influence include, but are not limited to, directly or indirectly:
● Offering or paying
bribes or other financial incentives, including future employment or contracts for non-audit services;
● Providing an auditor with an inaccurate
or misleading legal analysis;
● Threatening to
cancel or canceling existing non-audit or audit engagements if the auditor objects to the Company’s accounting;
● Seeking to have
a partner removed from the audit engagement because the partner objects to the Company’s accounting;
● Blackmailing; and
● Making physical threats.
The Company complies with
the anti-corruption laws of the countries in which it does business, including the U.S. Foreign Corrupt Practices Act. To the extent
prohibited by applicable law, directors, officers and employees will not directly or indirectly give anything of value to government officials,
including employees of state-owned enterprises or foreign political candidates. These requirements apply both to Company employees
and agents, such as third party sales representatives, no matter where they are doing business. If you are authorized to engage
agents, you are responsible for ensuring they are reputable and for obtaining a written agreement to uphold the Company’s standards
in this area.
Violation of this Code is
grounds for disciplinary action up to and including termination of employment. Such action is in addition to any civil or criminal
liability which might be imposed by any court or regulatory agency.
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12.
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Other Policies and Procedures
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Any other policy or procedure
set out by the Company in writing or made generally known to employees, officers or directors of the Company prior to the date hereof
or hereafter are separate requirements and remain in full force and effect.
All inquiries and questions
in relation to this Code or its applicability to particular people or situations should be addressed to the Company’s Secretary,
or such other compliance officer as shall be designated from time to time by the Company.
PROVISIONS FOR
CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS
The CEO and all senior financial
officers, including the CFO and principal accounting officer, are bound by the provisions set forth herein relating to ethical conduct,
conflicts of interest, and compliance with law. In addition to this Code, the CEO and senior financial officers are subject to the
following additional specific policies:
1. Act with honesty and integrity,
avoiding actual or apparent conflicts between personal, private interests and the interests of the Company, including receiving improper
personal benefits as a result of his or her position.
2. Disclose to the CEO and
the Board any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest.
3. Perform responsibilities
with a view to causing periodic reports and documents filed with or submitted to the SEC and all other public communications made by the
Company to contain information that is accurate, complete, fair, objective, relevant, timely and understandable, including full review
of all annual and quarterly reports.
4. Comply with laws, rules and
regulations of federal, state and local governments applicable to the Company and with the rules and regulations of private and public
regulatory agencies having jurisdiction over the Company.
5. Act in good faith, responsibly,
with due care, competence and diligence, without misrepresenting or omitting material facts or allowing independent judgment to be compromised
or subordinated.
6. Respect the confidentiality
of information acquired in the course of performance of his or her responsibilities except when authorized or otherwise legally obligated
to disclose any such information; not use confidential information acquired in the course of performing his or her responsibilities for
personal advantage.
7. Share knowledge and maintain
skills important and relevant to the needs of the Company, its stockholders and other constituencies and the general public.
8. Proactively promote ethical
behavior among subordinates and peers in his or her work environment and community.
9. Use and control all corporate
assets and resources employed by or entrusted to him or her in a responsible manner.
10. Not use corporate information,
corporate assets, corporate opportunities or his or her position with the Company for personal gain; not compete directly or indirectly
with the Company, subject to the Company’s certificate of incorporation in effect from time to time and to any other fiduciary or
contractual obligations such officer may have.
11. Comply in all respects
with this Code.
12. Advance the Company’s
legitimate interests when the opportunity arises.
The Board will investigate
any reported violations and will oversee an appropriate response, including corrective action and preventative measures. Any officer
who violates this Code will face appropriate, case specific disciplinary action, which may include demotion or discharge.
Any request for a waiver of
any provision of this Code must be in writing and addressed to the Chairman of the Board. Any waiver of this Code will be disclosed
as provided in Section 6 of this Code.
It is the policy of the Company
that each officer covered by this Code shall acknowledge and certify to the foregoing annually and file a copy of such certification with
the Chairman of the Board.
OFFICER’S CERTIFICATION
I have read and understand
the foregoing Code. I hereby certify that I am in compliance with the foregoing Code and I will comply with the Code in the future.
I understand that any violation of the Code will subject me to appropriate disciplinary action, which may include demotion or discharge.
Exhibit
23.1
Independent
Registered Public Accounting Firm’s Consent
We consent to the inclusion in this
Registration Statement of Mount Rainier Acquisition Corp. (the “Company”) on Amendement No. 1 to Form S-1 (File No.
333-256816) of our report dated April 21, 2021, except for the second paragraph of note 7 as to which the date is June 4, 2021,
which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit
of the financial statements of the Company as of March 26, 2021 and for the period from February 10, 2021 (inception) through March
26, 2021, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to
our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
Hartford, CT
August 20, 2021
Exhibit 99.1
MOUNT RAINIER ACQUISITION CORP.
AUDIT COMMITTEE CHARTER
1. STATUS
The Audit Committee (the
“Committee”) is a committee of the Board of Directors (the “Board”) of Mount Rainier Acquisition
Corp. (the “Company”).
2. PURPOSE
The Committee is appointed
by the Board for the primary purposes of:
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Performing the Board’s oversight responsibilities as they relate to the Company’s accounting
policies and internal controls, financial reporting practices and legal and regulatory compliance, including, among other things:
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the quality and integrity of the Company’s financial statements;
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the Company’s compliance and legal and regulatory requirements;
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review of the independent registered public accounting firm’s qualifications and independence; and
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the performance of the Company’s internal audit function and the Company’s independent registered public accounting firm;
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Maintaining, through regularly scheduled meetings, a line of communication between the Board and the Company’s
financial management, internal auditors and independent registered public accounting firm, including providing such parties with appropriate
opportunities to meet separately and privately with the Committee on a periodic basis, and
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Preparing the report to be included in the Company’s annual proxy statement, as required by the
Securities and Exchange Commission’s (“SEC”) rules.
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3. COMPOSITION AND QUALIFICATIONS
The Committee shall be appointed
by the Board and shall be comprised of three or more Directors (as determined from time to time by the Board), each of whom shall meet
the independence requirements of the Sarbanes-Oxley Act of 2002 (the “Act”), the listing standards of any exchange
or national listing market system upon which the Company’s securities are listed or quoted for trading (including, without limitation,
The Nasdaq Capital Market) (the “Principal Market”) and all other applicable laws.
The chairperson of the Committee
shall be designated by the Board, provided that if the Board does not so designate a chairperson, the members of the
Committee, by a majority vote, may designate a chairperson.
Any vacancy on the Committee
shall be filled by majority vote of the Board. No member of the Committee shall be removed except by majority vote of the Board.
Each member of the
Committee shall be financially literate and at least one member of the Committee shall have past employment experience in finance or
accounting, requisite professional certification in accounting or any other comparable experience or background which results in the
individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or
other senior officer with financial oversight responsibilities, as each such qualification is interpreted by the Board in its
business judgment. In addition, at least one member of the Committee shall be an “audit committee financial expert” as
such term is defined by the SEC pursuant to the Act.
4. MEETINGS OF THE COMMITTEE
The Committee shall meet
as often as it determines necessary to carry out its duties and responsibilities, but no less frequently than once every fiscal quarter.
The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide
pertinent information as necessary. A majority of the members of the Committee present in person or by means of a conference telephone
or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.
The Committee shall maintain
minutes of its meetings and records relating to those meetings.
5. RESPONSIBILITIES
In carrying out its duties
and responsibilities, the Committee’s policies and procedures should remain flexible, so that it may be in a position to best address,
react or respond to changing circumstances or conditions. The following duties and responsibilities are within the authority of the Committee
and the Committee shall, consistent with and subject to applicable law and rules and regulations promulgated by the SEC, the Nasdaq Capital
Market, or any other applicable regulatory authority.
The Committee will:
A. Review and discuss with
the independent registered public accounting firm their annual audit plan, including the timing and scope of audit activities, and monitor
such plan’s progress and results during the year.
B. Review and discuss
the annual audited financial statements and the Company’s disclosures under “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” with management and the independent registered public accounting firm. In connection
with such review, the Committee will:
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Discuss with the independent registered public accounting firm the matters required to be discussed by
Statement on Auditing Standards No. 61 (as may be modified or supplemented) and the matters in the written disclosures required by the
applicable requirements of the Public Company Accounting Oversight Board regarding the dependent accountant’s communications with
the audit committee concerning independence;
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Review significant changes in accounting or auditing policies;
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Review with the independent registered public accounting firm any problems or difficulties encountered
in the course of their audit, including any change in the scope of the planned audit work and any restrictions placed on the scope of
such work and management’s response to such problems or difficulties;
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Review with the independent registered public accounting firm, management and the senior internal auditing
executive the adequacy of the Company’s internal controls, and any significant findings and recommendations with respect to such
controls;
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Review reports required to be submitted by the independent registered public accounting firm concerning:
(a) all critical accounting policies and practices used; (b) all alternative treatments of financial information within generally accepted
accounting principles (“GAAP”) that have been discussed with management, the ramifications of such alternatives, and
the accounting treatment preferred by the independent registered public accounting firm; (c) any other material written communications
with management and (d) any material financial arrangements of the Company which do not appear on the financial statements of the Company;
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Review (a) major issues regarding accounting principles and financial statement presentations,
including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy of the Company’s
internal controls and any special audit steps adopted in light of material control deficiencies; and (b) analyses prepared by management
and/or the independent registered public accounting firm setting forth significant financial reporting issues and judgments made in connection
with the preparation of the financial statements, including analysis of the effects of alternative GAAP methods on the financial statements
and the effects of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the
Company; and
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Discuss policies and procedures concerning earnings press releases and review the type and presentation
of information to be included in earnings press releases (paying particular attention to any use of “pro forma” or “adjusted”
non-GAAP information), as well as financial information and earnings guidance provided to analysts and rating agencies.
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C. Review and discuss the
quarterly financial statements and the Company’s disclosures provided in periodic quarterly reports including “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” with management, the senior internal auditing executive
and the independent registered public accounting firm.
D. Oversee the external audit
coverage. The Company’s independent registered public accounting firm are ultimately accountable to the Committee, which has the
direct authority and responsibility to appoint, retain, compensate, terminate, select, evaluate and, where appropriate, replace the independent
registered public accounting firm. In connection with its oversight of the external audit coverage, the Committee will have authority
to:
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Appoint and replace (subject to stockholder approval, if deemed advisable by the Board) the independent
registered public accounting firm;
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Approve the engagement letter and the fees to be paid to the independent registered public accounting
firm;
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Pre-approve all audit and non-audit services to be performed by the independent registered public accounting
firm and the related fees for such services other than prohibited non-auditing services as promulgated under rules and regulations of
the SEC (subject to the inadvertent de minimus exceptions set forth in the Act and the SEC rules), and establish policies
and procedures for such pre-approvals;
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Monitor and obtain confirmation and assurance as to the independent registered public accounting firm’s
independence, including ensuring that they submit on a periodic basis (not less than annually) to the Committee a formal written statement
delineating all relationships between the independent registered public accounting firm and the Company. The Committee is responsible
for actively engaging in a dialogue with the independent registered public accounting firm with respect to any disclosed relationships
or services that may impact the objectivity and independence of the independent registered public accounting firm and for taking appropriate
action in response to the independent registered public accounting firm’s report to satisfy itself of their independence;
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At least annually, obtain and review a report by the independent registered public accounting firm describing:
the firm’s internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or
peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years,
respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and to assess the
independent registered public accounting firm’s independence, all relationships between the independent registered public accounting
firm and the Company;
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Meet with the independent registered public accounting firm prior to the annual audit to discuss planning
and staffing of the audit;
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Review and evaluate the performance of the independent registered public accounting firm, as the basis
for a decision to reappoint or replace the independent registered public accounting firm;
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Set clear hiring policies for employees or former employees of the independent registered public accounting
firm, including but not limited to, as required by all applicable laws and listing rules;
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Setting clear policies for audit partner rotation in compliance with applicable laws and regulations;
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Assure regular 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 the Act, and consider whether rotation of the independent
registered public accounting firm is required to ensure independence;
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Engage in a dialogue with the independent registered public accounting firm to confirm that audit partner
compensation is consistent with applicable SEC rules;
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Review and discuss with the independent registered public accounting firm the results of the year-end
audit of the Company, including any comments or recommendations of the Company’s independent registered public accounting firm and,
based on such review and discussions and on such other considerations as it determines appropriate, recommend to the Board whether the
Company’s financial statements should be included in the Annual Report on Form 10-K;
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Take, or recommend that the Board take, appropriate action to oversee the independence of the Company’s
independent registered public accounting firm; and
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Monitor compliance by the Company of the employee conflict of interest requirements contained in the Act
and the rules and regulations promulgated by the SEC thereunder.
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E. Oversee internal
audit coverage. In connection with its oversight responsibilities, the Committee will:
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Review the appointment or replacement of the senior internal auditing executive;
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Review, in consultation with management, the independent registered public accounting firm and the senior
internal auditing executive, the plan and scope of internal audit activities, and, when deemed necessary or appropriate by the Committee,
assign additional internal audit projects to appropriate personnel;
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Review the Committee’s level of involvement and interaction with the Company’s internal audit
function, including the Committee’s line of authority and role in appointing and compensating employees in the internal audit function;
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Review internal audit activities, budget, compensation and staffing; and
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Review significant reports to management prepared by the internal auditing department and management’s
responses to such reports.
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F. Receive periodic
reports from the Company’s independent registered public accounting firm, management and director of the Company’s internal
auditing department to assess the impact on the Company of significant accounting or financial reporting developments that may have a
bearing on the Company.
G. Review with the independent
registered public accounting firm and the senior internal auditing executive the adequacy and effectiveness of the Company’s accounting
and internal controls policies and procedures and any significant findings and recommendations with respect to such controls.
H. Review with the chief
executive officer, chief financial officer and independent registered public accounting firm, periodically, the following:
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all significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report
financial information; and
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any fraud, whether or not material, that involves management or other employees who have a significant
role in the Company’s internal control over financial reporting.
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I. Resolve any differences
in financial reporting between management and the independent registered public accounting firm.
J. Establish procedures
for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls
or auditing matters and (ii) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing
matters.
K. Establish procedures
for the receipt, retention and treatment of reports of evidence of a material violation made by attorneys appearing and practicing before
the SEC in the representation of the Company or any of its subsidiaries, or reports made by the Company’s chief executive officer
in relation thereto.
L. Discuss policies
and guidelines to govern the process by which risk assessment and risk management is undertaken.
M. Meet periodically
and at least four times per year with management to review and assess the Company’s major financial risk exposures and the manner
in which such risks are being monitored and controlled.
N. Meet periodically
(not less than annually) in separate executive session with each of the chief financial officer, the senior internal auditing executive,
and the independent registered public accounting firm.
O. Review and approve
all “related party transactions” requiring disclosure under SEC Regulation S-K, Item 404, in accordance with the policy set
forth in Section 7 below.
P. Review the Company’s
policies relating to the ethical handling of conflicts of interest and review past or proposed transactions between the Company and members
of management as well as policies and procedures with respect to officers’ expense accounts and perquisites, including the use of
corporate assets. The Committee shall consider the results of any review of these policies and procedures by the Company’s independent
registered public accounting firm.
Q. Review and approve
in advance any services provided by the Company’s independent registered public accounting firm to the Company’s executive
officers or members of their immediate family.
R. Review the Company’s
program to monitor compliance with the Company’s Code of Conduct, and meet periodically with the Company’s Compliance Committee
to discuss compliance with the Code of Conduct.
S. Establish procedures
for the receipt, retention and treatment of reports of evidence of a material violation made by attorneys appearing and practicing before
the SEC in the representation of the Company or any of its subsidiaries, or reports made by the Company’s chief executive officer
in relation thereto.
T. Approve reimbursement
of expenses incurred by management in connection with certain activities on our behalf, such as identifying potential target businesses.
U. Review periodically
with the Company’s outside legal counsel (i) legal and regulatory matters which may have a material effect on the financial statements,
and (ii) corporate compliance policies or codes of conduct.
V. As it determines
necessary to carry out its duties, engage and obtain advice and assistance from outside legal, accounting or other advisers, the cost
of such independent expert advisors to be borne by the Company.
W. Report regularly
to the Board with respect to Committee activities.
X. Prepare the report
of the Committee required by the rules of the SEC to be included in the proxy statement for each annual meeting.
Y. Review and reassess
annually the adequacy of this Charter and recommend any proposed changes to the Board.
Z. Monitor compliance,
on a regularly scheduled basis, with the terms of the Company’s initial public offering (the “Offering”) and,
if any noncompliance is identified, promptly take all action necessary to rectify such noncompliance or otherwise cause the Company to
come into compliance with the terms of the Offering.
AA. review with management,
the independent registered accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including
any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues
regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by
the Financial Accounting Standards Board, the SEC or other regulatory authorities.
BB. Determine the compensation
and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management
and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit
report or related work.
CC. On a quarterly basis,
review and approve all payments made to the Company’s existing holders, executive officers or directors and their respective affiliates.
6. PROCEDURES
A. Action.
A majority of the members
of the entire Committee shall constitute a quorum. The Committee shall act on the affirmative vote a majority of members present at a
meeting at which a quorum is present. Without a meeting, the Committee may act by unanimous written consent of all members. However, the
Committee may delegate to one or more of its members the authority to grant pre-approvals of audit and non-audit services, provided the
decision is reported to the full Committee at its next scheduled meeting.
B. Fees.
The Company shall provide
for appropriate funding, as determined by the Committee, for payment of compensation: (a) to outside legal, accounting or other advisers
employed by the Committee; and (b) for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying
out its duties.
C. Limitations.
While the Committee has the
responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that
the Company’s financial statements are complete and accurate and are in accordance with GAAP. This is the responsibility of management
and the independent registered public accounting firm.
7. RELATED PARTY TRANSACTIONS POLICY.
A. Definitions.
A “Related Party Transaction”
is any transaction directly or indirectly involving any Related Party that would need to be disclosed under Item 404(a) of Regulation
S-K. Under Item 404(a), the Company is required to disclose any transaction occurring since the beginning of the Company’s last
fiscal year, or any currently proposed transaction, involving the Company where the amount involved exceeds $120,000, and in which any
related person had or will have a direct or indirect material interest. “Related Party Transaction” also includes any material
amendment or modification to an existing Related Party Transaction.
“Related Party”
means any of the following:
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a director (which term when used herein includes any director nominee);
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a person known by the Company to be the beneficial owner of more than 5% of the Company’s common
stock
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(a “5% stockholder”);
or
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a person known by the Company to be an immediate family member of any of the foregoing.
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“Immediate family member”
means a child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
or sister-in-law of such director, executive officer, nominee for director or beneficial owner, and any person (other than a tenant or
employee) sharing the household of such director, executive officer, nominee for director or beneficial owner.
B. Identification
of Potential Related Party Transactions.
Related Party Transactions
will be brought to management’s and the Board’s attention in a number of ways. Each of the Company’s directors and executive
officers shall inform the Chairman of the Committee of any potential Related Party Transactions. In addition, each such director and executive
officer shall complete a questionnaire on an annual basis designed to elicit information about any potential Related Party Transactions.
Any potential Related Party
Transactions that are brought to the Committee’s attention shall be analyzed by the Committee, in consultation with outside counsel
or members of management, as appropriate, to determine whether the transaction or relationship does, in fact, constitute a Related Party
Transaction requiring compliance with this Policy.
C. Review
and Approval of Related Party Transactions.
At each of its meetings,
the 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 to the Company and to the relevant Related Party. In determining whether to approve a Related Party Transaction, the Committee
shall consider, among other factors, the following factors to the extent relevant to the Related Party Transaction:
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whether the terms of the Related Party Transaction are fair to the Company and on the same basis as would
apply if the transaction did not involve a Related Party;
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whether there are business reasons for the Company to enter into the Related Party Transaction;
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whether the Related Party Transaction would impair the independence of an outside director;
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whether the Related Party Transaction would present an improper conflict of interest for any director
or executive officer of the Company, taking into account the size of the transaction, the overall financial position of the director,
executive officer or Related Party, the direct or indirect nature of the director’s, executive officer’s or Related Party’s
interest in the transaction and the ongoing nature of any proposed relationship, and any other factors the Committee deems relevant; and
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any pre-existing contractual obligations.
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Any member of the Committee
who has an interest in the transaction under discussion 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 transaction, the Committee may determine to permit or to prohibit the Related
Party Transaction.
A Related Party Transaction
entered into without pre-approval of the Committee shall not be deemed to violate this Policy, or be invalid or unenforceable, so long
as the transaction is brought to the Committee as promptly as reasonably practical after it is entered into or after it becomes reasonably
apparent that the transaction is covered by this Policy.
A Related Party Transaction
entered into prior to the effective date of this Charter shall not be required to be reapproved by the Committee.
8. 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 counsel or other consultants or advisers as it deems necessary.
While the Committee has the
duties and responsibilities set forth in this charter, the Committee is not responsible for preparing or certifying the financial statements,
for planning or conducting the audit, or for determining whether the Company’s financial statements are complete and accurate and
are in accordance with generally accepted accounting principles.
In fulfilling their responsibilities
hereunder, it is recognized that members of the Committee are not full-time employees of the Company, it is not the duty or responsibility
of the Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or
to set auditor independence standards, and each member of the Committee shall be entitled to rely on (i) the integrity of those persons
and organizations within and outside the Company from which it receives information and (ii) the accuracy of the financial and other information
provided to the Committee absent actual knowledge to the contrary.
Nothing contained in this
Charter is intended to create, or should be construed as creating, any responsibility or liability of the members of the Committee, except
to the extent otherwise provided under applicable federal or state law.
Exhibit 99.2
CHARTER OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS OF
MOUNT RAINIER ACQUISITION CORP.
I. PURPOSE OF THE COMMITTEE
The purposes of the Compensation
Committee (the “Committee”) of the Board of Directors (the “Board”) of Mount Rainier Acquisition
Corp. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices,
including its executive compensation plans, and its incentive-compensation and equity-based plans; to review and discuss with management
the Company’s compensation discussion and analysis (“CD&A”) to be included in the Company’s annual
proxy statement or annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”); to prepare
the Compensation Committee Report as required by the rules of the SEC; and to perform such further functions as may be consistent with
this Charter or assigned by applicable law, the Company’s charter or bylaws or the Board.
II. COMPOSITION OF THE COMMITTEE
The Committee shall consist
of two or more directors as determined from time to time by the Board. Each member of the Committee shall be qualified to serve on the
Committee pursuant to the requirements of the Nasdaq Capital Market (“Nasdaq”), and any additional requirements that
the Board deems appropriate. Members of the Committee shall also qualify as “non-employee directors” within the meaning of
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and “outside directors”
within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended. The chairperson of the Committee shall be designated
by the Board, provided that if the Board does not so designate a chairperson, the members of the Committee, by majority
vote, may designate a chairperson. Each Committee member shall have one vote. Any vacancy on the Committee shall be filled by majority
vote of the Board. No member of the Committee shall be removed except by majority vote of the Board.
III. MEETINGS AND PROCEDURES OF THE COMMITTEE
The Committee shall meet as
often as it determines necessary to carry out its duties and responsibilities, but no less than twice annually. The Committee, in its
discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information
as necessary, provided, that the Chief Executive Officer of the Company may not be present during any portion of a Committee meeting in
which deliberation or any vote regarding his or her compensation occurs.
A majority of the members
of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other shall constitute a quorum.
The Committee shall maintain
minutes of its meetings and records relating to those meetings and shall report regularly to the Board on its activities, as appropriate.
IV. DUTIES AND RESPONSIBILITIES OF THE COMMITTEE
A. Executive Compensation
The Committee shall have the
following duties and responsibilities with respect to the Company’s executive compensation plans:
a) To review at least annually
the goals and objectives of the Company’s executive compensation plans, and amend, or recommend that the Board amend, these goals
and objectives if the Committee deems it appropriate.
b) To review at least annually
the Company’s executive compensation plans in light of the Company’s goals and objectives with respect to such plans, and,
if the Committee deems it appropriate, adopt, or recommend to the Board the adoption of, new, or the amendment of existing, executive
compensation plans.
c) To evaluate annually the
performance of the Chief Executive Officer in light of the goals and objectives of the Company’s executive compensation plans, and,
either as a Committee or together with the other independent directors (as directed by the Board), determine and approve the Chief Executive
Officer’s compensation level based on this evaluation. In determining the long-term incentive component of the Chief Executive Officer’s
compensation, the Committee shall consider factors as it determines relevant, which may include, for example, the Company’s performance
and relative stockholder return, the value of similar awards to chief executive officers of comparable companies, and the awards given
to the Chief Executive Officer of the Company in past years. The Committee may discuss the Chief Executive Officer’s compensation
with the Board if it chooses to do so.
d) To evaluate annually the
performance of the other executive officers of the Company in light of the goals and objectives of the Company’s executive compensation
plans, and either as a Committee or together with the other independent directors (as directed by the Board), determine and approve the
compensation of such other executive officers. To the extent that long-term incentive compensation is a component of such executive officer’s
compensation, the Committee shall consider all relevant factors in determining the appropriate level of such compensation, including the
factors applicable with respect to the Chief Executive Officer.
e) To evaluate annually the
appropriate level of compensation for Board and Committee service by non-employee directors.
f) To review and recommend
to the Board the adoption of or changes to the compensation of the Company’s independent directors.
g) To review and approve
any severance or termination arrangements to be made with any executive officer of the Company.
h) To perform such duties
and responsibilities as may be assigned to the Board or the Committee under the terms of any executive compensation plan.
i) To review perquisites
or other personal benefits to the Company’s executive officers and directors and recommend any changes to the Board.
j) To consider the results
of the most recent stockholder advisory vote on executive compensation as required by Section 14A of the Exchange Act, and, to the extent
the Committee determines it appropriate to do so, take such results into consideration in connection with the review and approval of executive
officer compensation.
k) To review and discuss
with management the Company’s CD&A, and based on that review and discussion, to recommend to the Board that the CD&A be
included in the Company’s annual proxy statement or annual report on Form 10-K.
l) To review compensation
arrangements for the Company’s employees to evaluate whether incentive and other forms of pay encourage unnecessary or excessive
risk taking, and review and discuss, at least annually, the relationship between risk management policies and practices, corporate strategy
and the Company’s compensation arrangements.
m) To the extent it deems
necessary, review and approve the terms of any compensation “clawback” or similar policy or agreement between the Company
and the Company’s executive officers or other employees subject to Section 16 of the Exchange Act.
n) To review, recommend to
the Board, and administer all plans that require “disinterested administration” under Rule 16b-3 under the Exchange Act.
o) To prepare the Compensation
Committee Report in accordance with the rules and regulations of the SEC for inclusion in the Company’s annual proxy statement or
annual report on Form 10-K.
p) To retain (at the Company’s
expense) outside consultants and obtain assistance from members of management as the Committee deems appropriate in the exercise of its
authority.
q) To perform such other
functions as assigned by law, the Company’s charter or bylaws or the Board.
r) To make reports and recommendations
to the Board within the scope of its functions and advise the officers of the Company regarding various personnel matters as may be raised
with the Committee.
s) To approve all special
perquisites, special cash payments and other special compensation and benefit arrangements for the Company’s executive officers.
Notwithstanding anything to
the contrary in the foregoing, the Committee shall have sole discretion and authority with respect to any action regarding compensation
payable to the Chief Executive Officer or other executive officers of the Company that the Committee intends to constitute “qualified
performance-based compensation” for purposes of section 162(m) of the Internal Revenue Code of 1986, as amended and the Treasury
Regulations promulgated thereunder.
B. General Compensation
and Employee Benefit Plans
The Committee shall have the
following duties and responsibilities with respect to the Company’s general compensation and employee benefit plans, including incentive-compensation
and equity-based plans:
(a) To review at least annually
the goals and objectives of the Company’s general compensation plans and other employee benefit plans, including incentive-compensation
and equity-based plans, and amend, or recommend that the Board amend, these goals and objectives if the Committee deems it appropriate.
(b) To review at least annually
the Company’s general compensation plans and other employee benefit plans, including incentive-compensation and equity-based plans,
in light of the goals and objectives of these plans, and recommend that the Board amend these plans if the Committee deems it appropriate.
(c) To review all equity-compensation
plans to be submitted for stockholder approval under the Nasdaq listing standards, and to review and, in the Committee’s sole discretion,
approve all equity-compensation plans that are exempt from such stockholder approval requirement.
(d) To approve all special
perquisites, special cash payments and other special compensation and benefit arrangements for the Company’s employees.
(e) To perform such duties
and responsibilities as may be assigned to the Board or the Committee under the terms of any compensation or other employee benefit plan,
including any incentive-compensation or equity-based plan.
V. ROLE OF CHIEF EXECUTIVE OFFICER
The Chief Executive Officer
may make, and the Committee may consider, recommendations to the Committee regarding the Company’s compensation and employee benefit
plans and practices, including its executive compensation plans, its incentive-compensation and equity-based plans with respect to executive
officers (other than the Chief Executive Officer) and the Company’s director compensation arrangements.
VI. 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 no subcommittee shall consist of fewer than two
members; and provided further that the Committee shall not delegate to a subcommittee any power or authority
required by any law, regulation or listing standard to be exercised by the Committee as a whole.
VII. EVALUATION OF THE COMMITTEE
The Committee shall, no less
frequently than annually, evaluate its performance. In conducting this review, the Committee shall evaluate whether this Charter appropriately
addresses the matters that are or should be within its scope and shall recommend such changes as it deems necessary or appropriate. The
Committee shall address all matters that the Committee considers relevant to its performance, including at least the following: the adequacy,
appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were
discussed or debated, and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work
in a thorough and thoughtful manner.
The Committee shall deliver
to the Board a report, which may be oral, setting forth the results of its evaluation, including any recommended amendments to this Charter
and any recommended changes to the Company’s or the Board’s policies or procedures.
VIII. 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, in its sole discretion,
retain or obtain the advice of a compensation consultant, legal counsel or other adviser. The Committee shall be directly responsible
for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel or other adviser retained by
the Committee, the expense of which shall be borne by the Company. The Committee may select a compensation consultant, legal counsel or
other adviser to the Committee only after taking into consideration the following:
(a) The provision of other
services to the Company by the person that employs the compensation consultant, legal counsel or other adviser;
(b) 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;
(c) 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:
(d) Any business or personal
relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee;
(e) Any stock of the Company
owned by the compensation consultant, legal counsel or other adviser; and
(f) Any business or personal
relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer
of the Company.
The Committee shall conduct
the independence assessment with respect to any compensation consultant, legal counsel or other adviser that provides advice to the Committee,
other than: (i) in-house legal counsel; and (ii) any compensation consultant, legal counsel or other adviser whose role is limited to
the following activities for which no disclosure would be required under Item 407(e)(3)(iii) of Regulation S-K: 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; or providing information that either is not customized for the Company or that is customized
based on parameters that are not developed by the compensation consultant, and about which the compensation consultant does not provide
advice.
Nothing herein requires a
compensation consultant, legal counsel or other compensation adviser to be independent, only that the Committee consider the enumerated
independence factors before selecting or receiving advice from a compensation consultant, legal counsel or other compensation adviser.
The Committee may select or receive advice from any compensation consultant, legal counsel or other compensation adviser it prefers, including
ones that are not independent, after considering the six independence factors outlined above.
Nothing herein shall be construed:
(1) to require the Committee to implement or act consistently with the advice or recommendations of the compensation consultant, legal
counsel or other adviser to the Committee; or (2) to affect the ability or obligation of the Committee to exercise its own judgment in
fulfillment of its duties.
IX. AMENDMENTS
Any amendment or other modification
of this Charter shall be made and approved by the full Board.
X. DISCLOSURE OF CHARTER
If required by the rules of
the SEC or Nasdaq, this Charter, as amended from time to time, shall be made available to the public on the Company’s website.
While the members of the Committee
have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be
construed as creating, any responsibility or liability of members of the Committee, except to the extent otherwise provided under applicable
federal or state law.
Exhibit 99.3
NOMINATING COMMITTEE CHARTER
OF
MOUNT RAINIER ACQUISITION CORP.
Adopted: [●], 2021
The responsibilities and powers
of the Corporate Governance and Nominating Committee (the “Committee”) of the Board of Directors (the “Board”)
of Mount Rainier Acquisition Corp. (the “Company”), as delegated by the Board, are set forth in this charter (this
“Charter”). Whenever the Committee takes action, it shall exercise its independent judgment on an informed basis that
the action is in the best interests of the Company and its stockholders.
I. PURPOSE
The Committee is 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.
II. COMMITTEE MEMBERSHIP
The Committee will consist
of at least three members of the Board. The members of the Committee shall be appointed by and serve at the discretion of the Board.
Each member shall meet the
independence and experience requirements and standards established from time to time to time by the Securities and Exchange Commission
(the “SEC”) and any securities exchange on which the Company’s securities are listed or quoted for trading, in
each case as amended from time to time.
The Board shall designate
one member of the Committee as its chairperson.
III. MEETINGS AND
PROCEDURES
The Committee shall meet at
such times as it deems necessary to fulfill its responsibilities, but not less frequently than annually. Meetings of the Committee shall
be called by a majority of the members of the Committee upon such notice as is provided for in the Company’s charter documents with
respect to meetings of the Board. A majority of the Committee members shall constitute a quorum. Actions of the Committee may be taken
in person at a meeting or in writing without a meeting. Actions taken at a meeting, to be valid, shall require the approval of a majority
of the members of the Committee present and voting. Actions taken in writing, to be valid, shall be signed by all members of the Committee.
The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.
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.
IV. COMMITTEE 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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Making recommendations to the Board regarding the size and composition
of the Board, establishing procedures for the nomination process and screen and recommending candidates for election to the Board. The
Committee will consider persons identified by its members, management, the Company’s stockholders, investment bankers, and others.
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Recommending for approval by the Board on an annual basis desired
qualifications and characteristics for Board membership and with corresponding attributes. Generally, persons to be nominated should
(i) have demonstrated notable or significant achievements in business, education or public service; (ii) possess the requisite intelligence,
education and experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds
to its deliberations; and (iii) have the highest ethical standards, a strong sense of professionalism and intense dedication to serving
the interests of the stockholders. The 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. In addition, the
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 Committee will not distinguish among nominees recommended by stockholders and other persons.
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Establishing and administering a periodic assessment procedure
relating to the performance of the Board as a whole and its individual members.
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Corporate Governance Generally
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Developing and recommending to the Board a set of corporate
governance principles and practices.
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Reviewing periodically 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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Overseeing the evaluation of the Company’s management.
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Overseeing, reviewing and reporting to the Board regarding the
Company’s succession planning for the Board, senior management and other key employees.
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Periodically reviewing and reassessing the adequacy and scope
of this Charter and the Committee’s established processes and procedures and recommending any proposed changes to the Board for
approval.
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