As filed with the U.S. Securities and Exchange
Commission on October 15, 2021.
Registration No.
333-254789
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Concord
Acquisition Corp III
(Exact name of registrant as specified in its charter)
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Delaware
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6770
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86-2171699
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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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477 Madison Avenue
New York, NY 10022
Telephone: (212) 883-4330
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Jeff Tuder
Chief Executive Officer
Concord Acquisition Corp III
477 Madison Avenue
New York, NY 10022
Telephone: (212) 883-4330
(Name, address, including
zip code, and telephone number, including area code, of agent for service)
Copies to:
Alan I. Annex, Esq.
Jason T. Simon, Esq.
Greenberg Traurig, LLP
1750 Tysons Boulevard
Suite 1000
McLean, VA 22102
(703) 749-1300
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Michael D. Maline, Esq.
Stephen P. Alicanti, Esq.
DLA Piper LLP (US)
1251 Avenue of the Americas
New York, NY 10020
(212) 335-4500
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Approximate date of commencement of proposed sale
to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following
box. ¨
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment
filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
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Smaller reporting company
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x
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Emerging growth company
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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
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Proposed
Maximum
Offering
Price per
Security(1)
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Proposed
Maximum
Aggregate
Offering
Price(1)
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Amount of
Registration
Fee
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Units,
each consisting of one share of Class A common stock, $0.0001 par value per share, and one- half of one redeemable warrant(2)
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28,750,000 Units
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$
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10.00
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$
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287,500,000
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$
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26,651.25
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Shares of
Class A common stock included as
part of the units(3)(4)
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28,750,000 Shares
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—
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—
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—
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(5)
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Redeemable
warrants included as part of the units(3)(4)
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14,375,000 Warrants
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—
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—
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—
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(5)
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Total
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$
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287,500,000
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$
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26,651.25
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(6)
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(1)
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Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act.
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(2)
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Includes 3,750,000 units which may be issued upon exercise of
a 45-day over-allotment option granted to the underwriters.
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(3)
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Pursuant to Rule 416 under the Securities Act, 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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Maximum number of shares of Class A common stock and redeemable
warrants, as applicable, included in the units described above, including those that may be issued upon exercise of a 45-day option granted
to the underwriters described above.
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(5)
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No fee pursuant to Rule 457(g) under the Securities
Act.
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(6)
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Previously paid.
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The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus is not
complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange
Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy
these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED
OCTOBER 15, 2021
PRELIMINARY PROSPECTUS
$250,000,000
Concord Acquisition Corp III
25,000,000 Units
_________________
Concord Acquisition Corp III is a newly incorporated
blank check company 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. We have not selected any business combination target and we have not, nor
has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.
This is an initial public offering of our
securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one
redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price
of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants
will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of
30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire
five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus.
Subject to the terms and conditions described in this prospectus, we may redeem the warrants once the warrants become exercisable. We
have also granted the underwriters a 45-day option to purchase up to an additional 3,750,000 units to cover over-allotments, if any.
We will provide our public stockholders
with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial
business combination at a per-share price described herein, payable in cash, subject to the limitations described herein. If we have
not completed our initial business combination within 18 months from the closing of this offering (or up to 24 months from the
closing of this offering if we extend the period of time to consummate our initial business combination, as described in more detail
in this prospectus), we will redeem 100% of the public shares at a per-share price described herein, payable in cash, subject to
applicable law and as further described herein.
Our sponsor, Concord Sponsor Group III LLC
(an affiliate of Atlas Merchant Capital LLC), and CA2 Co-Investment LLC (an affiliate of one of the underwriters of this offering) have
agreed to purchase an aggregate of 7,500,000 warrants (or 8,250,000 warrants if the underwriters’ over-allotment option is exercised
in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, subject to adjustment, at a price
of $1.00 per warrant, in a private placement to occur concurrently with the closing of this offering. We refer to our sponsor and CA2
Co-Investment LLC collectively as our “sponsors” throughout this prospectus. In addition, our sponsors have agreed
to lend us an aggregate of $5,000,000 (or $5,750,000 if the underwriters’ over-allotment option is exercised in full) as of the
closing date of this offering at no interest, which we refer to throughout this prospectus as our sponsor loan. The proceeds of the sponsor
loan will be added to the trust account (as described in this prospectus) and be used to fund the redemption of our public shares (subject
to the requirements of applicable law) in accordance with the terms set forth in this prospectus. The sponsor loan shall be repaid or
converted into sponsor loan warrants at a conversion price of $1.00 per warrant, at the sponsors’ discretion. The sponsor loan
warrants would be identical to the private placement warrants to be sold to the sponsors concurrently with the closing of this offering.
The sponsor loan is being extended in order to ensure that the amount in the trust account is $10.20 per public share. If we do not complete
an initial business combination, we will not repay the sponsor loan from amounts held in the trust account, and its proceeds will be
distributed to our public stockholders.
As of the date of this prospectus, our initial
stockholders hold 7,187,500 shares of our Class B common stock (up to 937,500 of which are subject to forfeiture depending on the
extent to which the underwriters’ over-allotment option is exercised). The shares of our Class B common stock will automatically
convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder,
on a one-for-one basis, subject to adjustment as provided herein. Prior to our initial business combination, holders of our Class B
common stock will have the right to elect all of our directors and may remove members of our board of directors for any reason. On any
other matter submitted to a vote of our stockholders, holders of our Class B common stock and holders of our Class A common
stock will vote together as a single class, except as required by applicable law or stock exchange rule.
Prior to this offering, there has been no
public market for our units, Class A common stock or warrants. We intend to apply to list our units on the New York Stock Exchange,
or the NYSE, under the symbol “CNDB.U” on or promptly after the date of this prospectus. We cannot guarantee that our securities
will be approved for listing on the NYSE. The Class A common stock and warrants constituting the units will begin separate trading
on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day),
unless Citigroup Global Markets Inc. and Cowen and Company, LLC inform us of their decision to allow earlier separate trading, subject
to certain conditions. Once the securities constituting the units begin separate trading, we expect that the Class A common stock
and warrants will be listed on the NYSE under the symbols “CNDB” and “CNDB WS,” respectively.
We are an “emerging growth company”
and “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting
requirements. Investing in our securities involves risks. Please see “Risk Factors” on page 33. Investors will
not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.
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Price
to Public
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Underwriting
Discounts 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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0.55
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$
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9.45
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Total
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$
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250,000,000
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$
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13,750,000
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$
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236,250,000
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(1)
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Includes
$0.20 per unit, or $5,000,000 in the aggregate (or $5,750,000 if the underwriters’
over-allotment option is exercised in full), payable to the underwriters upon the closing
of this offering. Also includes $0.35 per unit, or $8,750,000 in the aggregate (or up to
$10,062,500 if the underwriters’ over-allotment option is exercised in full) in the
aggregate, payable to the underwriters for deferred underwriting commissions to be placed
in a trust account located in the United States as described herein. The deferred commissions
will be released to the underwriters only on completion of an initial business combination,
in an amount equal to $0.35 multiplied by the number of shares of Class A common stock sold
as part of the units in this offering, as described in this prospectus. Does not include
certain fees and expenses payable to the underwriters in connection with this offering. See
also “Underwriting” for a description of compensation and other items of value
payable to the underwriters.
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Of the proceeds we receive from this
offering, the sale of the private placement warrants and the sponsor loan described in this prospectus, $255,000,000, or
$293,250,000 if the underwriters’ over-allotment option is exercised in full ($10.20 per unit in either case), will be
deposited into a U.S.-based trust account at Morgan Stanley, with Continental Stock Transfer & Trust Company acting as
trustee.
The underwriters are offering the units for sale
on a firm commitment basis. Delivery of the units will be made on or about , 2021.
Neither the SEC nor any state securities commission
has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
Joint Book-Running Managers
The date of this prospectus is ,
2021
We are responsible for the information contained
in this prospectus. We have not, and the underwriters have not, authorized anyone to provide any information or to make any representations
other than those contained in this prospectus. We and the underwriters take no responsibility for, and can provide no assurance as to
the reliability of, any other information that others may give you. This prospectus is an offer to sell only the units offered hereby,
but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current
only as of its date.
TABLE OF CONTENTS
Trademarks
This
prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade
names referred to in this prospectus may appear without the ® or ™ symbols,
but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under
applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names,
trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
SUMMARY
This summary only highlights the more detailed
information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider
in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors”
and our financial statements and the related notes included elsewhere in this prospectus, before investing.
Unless otherwise stated in this prospectus
or the context otherwise requires, references to:
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“amended and restated certificate of incorporation” are to our certificate of incorporation to be in effect upon the
completion of this offering;
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“common stock” are to our Class A common stock and our Class B common stock;
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“Concord,” “we,” “us,” “our” or the “company” are to Concord Acquisition
Corp III, a Delaware corporation;
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“CA2 Co-Investment” are to CA2 Co-Investment LLC, an affiliate of one of the underwriters of this offering;
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“directors” are to our current directors and our director nominees named in this prospectus;
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“equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for
shares of our Class A common stock issued in a financing transaction in connection with our initial business combination, including
but not limited to a private placement of equity or debt;
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“founder shares” are to shares of our Class B common stock and the shares of our Class A common stock issued
upon the conversion thereof;
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“initial stockholders” are to our sponsor, CA2 Co-Investment and the other holders of our founder shares prior to this
offering;
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“management” or our “management team” are to our officers and directors;
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“private placement warrants” are to the warrants being purchased by our sponsor and CA2 Co-Investment in a private
placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any;
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“private placement”
are to the private placement of 7,500,000 placement warrants (up to 8,250,000 placement warrants if the over-allotment option is
exercised in full) at a price of $1.00 per warrant, for an aggregate purchase price of $7,500,000 (up to $8,250,000 if the over-allotment
option is exercised in full), which will occur simultaneously with the completion of this offering;
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“public shares” are to shares of our Class A 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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“public stockholders” are to the holders of our public shares, including our sponsors, officers and directors to the
extent our sponsors, officers or directors purchase public shares, provided that each of their status as a “public stockholder”
shall only exist with respect to such public shares;
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·
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“public
warrants” are to (1) our redeemable warrants sold as part of the units in this
offering (whether they are purchased in this offering or thereafter in the open market) and
(2) any private placement warrants, sponsor loan warrants or warrants issued upon conversion
of working capital loans that are sold to third parties that are not the sponsors or their
respective permitted transferees;
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“sponsor”
are to Concord Sponsor Group III LLC, a Delaware limited liability company;
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“sponsor loan” are to the loan our sponsors
will be making to us simultaneously with the closing of this offering;
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“sponsor loan warrants” are to the warrants
that may be issued to our sponsors upon conversion of the sponsor loan or upon conversion of any extension loan our sponsor may make
to us if we extend the period of time we have to complete a business combination by up to six months, in each case as described in this
prospectus; and
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“warrants” are to our redeemable warrants, which includes the public warrants and the private placement warrants.
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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 and the forfeiture by our sponsors of 937,500
founder shares.
General
We are a newly incorporated
blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus
as our initial business combination. We have not selected any potential business combination targets and we have not, nor has anyone
on our behalf, initiated any substantive discussions, directly or indirectly, with any specific business combination targets. However,
members of our management team have been actively in discussions with potential business combination targets in their capacity as officers
and directors of Concord Acquisition Corp (“Concord I”), an existing special purpose acquisition company sponsored by affiliates
of our sponsors, and we may pursue business combination partners that had previously been in discussion with Concord I. We may also pursue
business combination targets that could be in discussions with Concord Acquisition Corp II (“Concord II”), a special purpose
acquisition company sponsored by affiliates of our sponsors, which completed its initial public offering in September 2021.
While we may pursue
a merger opportunity in any industry or sector, we intend to capitalize on the ability of our management team and Sponsor to identify,
acquire and manage a business in the financial services and financial technology sectors, including payments, enterprise software, and
data analytics, that can benefit from our differentiated deal flow and global network. We will seek to acquire established and growing
businesses that we believe are fundamentally sound with an attractive financial profile and poised for continued and accelerating growth,
but potentially in need of some form of financial, operational, strategic or managerial guidance to maximize value.
Our Management Team
Our
sponsor is affiliated with Atlas Merchant Capital LLC (“Atlas”), an alternative asset manager with approximately $1.5 billion
in assets under management as of December 31, 2020 and over $3.0 billion of capital raised through its fund vehicles and its related
co-investments in its fund’s portfolio companies since inception. We believe that the experience of our management team, Board of
Directors and Advisors, and our relationship with Atlas will allow us to source, identify and execute an attractive transaction for our
shareholders.
Founded
in 2013, Atlas seeks to invest in compelling opportunities globally, primarily through its financial services-focused investment funds.
Led by its co-founders, Bob Diamond and David Schamis, Atlas believes that changes in the regulatory landscape following the 2008 financial
crisis led to an unprecedented level of disruption and created substantial investment opportunities in the financial services sector,
broadly defined. Atlas takes a unique approach to financial services investments by taking a long-term merchant capital and partnership-based
approach that is balanced with its significant operating and technical expertise to help increase the value of its portfolio companies.
The executive and investment team at Atlas have decades of investment and operating experience, having previously held senior executive
and investment positions at leading global financial services firms including Barclays Capital, Cerberus Capital Management, Citigroup,
J.C. Flowers & Co, and Fortress Investment Group, among others.
We believe our team’s
distinctive and complementary backgrounds can have a transformative impact on a target business. Our team will deploy a proactive, thematic
sourcing strategy and will focus our efforts on companies where we believe the combination of our operating experience, transaction execution
capabilities, professional relationships and capital markets expertise can serve as catalysts to enhance the growth potential and value
of a target business and provide opportunities for an attractive return to our shareholders.
Jeff Tuder serves as our Chief Executive Officer
and a director. Mr. Tuder is currently an Operating Partner of Atlas, having joined in September 2020. Previously, Mr. Tuder
founded Tremson Capital Management, LLC to invest in undervalued public equities and to make private equity and credit investments in
partnership with a number of family offices. Prior to founding Tremson, Mr. Tuder held various investment positions at JHL Capital
Group, a multi-strategy hedge fund, KSA Capital Management, a deep value long/short equity fund, and CapitalSource Finance, where he
was a Managing Director and Head of its Special Opportunity credit investment business. Mr. Tuder began his career as a private
equity professional at Fortress Investment Group, where he underwrote and managed private equity investments for Fortress’ various
investment vehicles; Nassau Capital, LLC, which managed the private assets of Princeton University’s Endowment; and ABS Capital
Partners, a private equity firm affiliated with Alex. Brown & Sons. Mr. Tuder is currently a member of the Board of Directors
of Inseego Corporation (NASDAQ: INSG) and Unico American (NASDAQ: UNAM). Mr. Tuder received a B.A. in English Literature from Yale
College.
Michele
Cito serves as our Chief Financial Officer. Ms. Cito is Chief Financial Officer of Atlas Merchant Capital LLC, having joined in June 2014.
Ms. Cito joined Atlas as Controller and later served as Vice President of Finance and Operations prior to becoming Chief Financial
Officer. Previously, Ms. Cito worked as an Auditor at Deloitte & Touche LLP in financial services. Ms. Cito is a Certified
Public Accountant and received a B.A. in Public Accounting, and an MBA from Pace University.
Bob Diamond serves as Chairman
of our board of directors. Mr. Diamond is Founding Partner and Chief Executive Officer of Atlas Merchant Capital LLC. Until 2012,
Mr. Diamond was Chief Executive of Barclays, having previously held the position of President of Barclays, responsible for Barclays
Capital and Barclays Global Investors (“BGI”). He became an executive director of Barclays in 2005 and had been a member of
the Barclays Executive Committee since 1997. Prior to Barclays, Mr. Diamond held senior executive positions at Credit Suisse First
Boston and Morgan Stanley in the United States, Europe and Asia. Mr. Diamond worked at Credit Suisse First Boston from 1992 to 1996,
where his roles included Vice Chairman and Head of Global Fixed Income and Foreign Exchange in New York, as well as Chairman, President
and CEO of Credit Suisse First Boston Pacific. Mr. Diamond worked at Morgan Stanley from 1979 to 1992, including as the Head of European
and Asian Fixed Income Trading. Mr. Diamond is currently a member of the Board of Directors of South Street Securities Holdings, Inc.,
Crux Informatics and Atlas Mara Limited. He is also a Trustee of The American Foundation of the Imperial War Museum Inc., a Life Member
of The Council on Foreign Relations and is involved in several non-profit initiatives, including being a Director of the Diamond Foundation.
He is also Life Trustee and former Chair of the Colby College Board of Trustees. Mr. Diamond received a B.A. in Economics from Colby
College and an M.B.A. from the University of Connecticut.
In
August 2020, members of our management team formed Concord I, a blank check company formed for substantially similar purposes as
our company. Concord I completed its initial public offering in December 2020, in which it sold 27.6 million units, each unit consisting
of one share of Class A common stock of Concord I and one-half of one warrant to purchase one share of Class A common stock
of Concord I, for an offering price of $10.00 per unit, generating aggregate gross proceeds of $276 million. On July 8, 2021,
Concord I announced that it had entered into a definitive business combination agreement with Circle Internet Financial Limited (“Circle”),
a global financial technology firm that enables businesses of all sizes to harness the power of digital currencies and public blockchains
for payments, commerce and financial applications worldwide. The transaction is expected to close in the fourth quarter of 2021, subject
to the approval of the shareholders of Concord I and Circle and the satisfaction of other customary closing conditions, including applicable
regulatory approvals. Each of the members of our management team serves in the same position with Concord I, other than Mr. Tuder,
who serves as the Chief Executive Officer, but is not a director, of Concord I.
In February 2021, members of our management
team formed Concord II, a blank check company incorporated for substantially similar purposes as our company and as Concord I. Concord
II completed its initial public offering in September 2021. Each of the members of our management team serves in the same position with
Concord II, other than Mr. Tuder, who serves as the Chief Executive Officer, but is not a director, of Concord II.
Independent Directors and Advisors
Thomas King has agreed to
serve on our board of directors immediately upon the effective date of the registration statement of which this prospectus forms a part.
Mr. King is an Operating Partner of Atlas. He has more than 30 years of experience in the investment banking and financial services
industry. Most recently, Mr. King served as Chief Executive Officer of Investment Banking at Barclays and Chairman of the Investment
Banking Executive Committee. Mr. King was also a member of the Barclays Group Executive Committee, which oversees all of the Barclays
plc businesses. Mr. King began his career at Salomon Brothers, which was later acquired by Citigroup. During his tenure at Citi,
he served as Global Head of Mergers and Acquisitions, Head of Investment Banking for the EMEA (Europe, Middle East and Africa) Region
and Head of Corporate and Investment Banking for the EMEA region. In 2009, Mr. King moved to Barclays Investment Bank and held several
senior roles before becoming CEO, including Head of European Investment Banking, Co-Head of Global Corporate Finance, Global Head of
Investment Banking. Mr. King received his MBA with distinction from the Wharton School, University of Pennsylvania and his
Bachelor of Arts degree from Bowdoin College. He currently serves on the Board of Directors of Radius Global Infrastructure, Inc.
(LSE: RADI) (formerly known as Digital Landscape Group, Inc.) and Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) and various
private boards and Chairs the Board of Trustees at the King School in Stamford, Connecticut.
Larry Leibowitz has agreed to serve on our board
of directors upon the effective date of the registration statement of which this prospectus forms a part. Mr. Leibowitz is a finance
and technology entrepreneur who specializes in business transformation and capital markets. Mr. Leibowitz is an Operating Partner
of Atlas, and is a Strategic Advisor and Board Director of Crux Informatics. Mr. Leibowitz currently serves on the Board of Directors
of Cowen, Inc (NASDAQ: COWN), an independent investment bank, as well as Vice Chairman of XCHG Xpansiv, an intelligent commodities
exchange focusing on renewable energy products, and is on the board of various other private companies in the cryptocurrency, asset management
technology, and digital law businesses. Most recently, Mr. Leibowitz served as Chief Operating Officer, Head of Global Equities Markets
and as a Member of the Board of Directors of NYSE Euronext, holding such positions from 2007 to 2013. Prior to that, Mr. Leibowitz
served as Chief Operating Officer of Americas Equities at UBS, Co-head of Schwab Soundview Capital Markets, and CEO of Redibook. Mr. Leibowitz
was formerly a founding partner at Bunker Capital, and Managing Director and Head of Quantitative Trading and Equities Technology at CS
First Boston. Mr. Leibowitz received a B.A. in Economics from Princeton University.
Peter Ort has agreed to serve on our board of directors
upon the effective date of the registration statement of which this prospectus forms a part. Mr. Ort is Co-Founder of CurAlea Associates
LLC, which provides customized software and advisory solutions to wealth and asset managers. Mr. Ort is also a General Partner at
Cambium Capital Partners, an early stage venture capital firm focused on advanced computing in areas such as machine learning specific
chips, quantum computing, and application specific devices. Previously, Mr. Ort spent the bulk of his career at Goldman Sachs, where
he was a Managing Director and co-head of the Hedge Fund Strategies Group, overseeing manager selection for a $25 billion portfolio, and
also worked in the firm’s Private Equity Group and Financial Institutions Group in New York and Tokyo. Mr. Ort was also a Managing
Director at Karsch Capital, an equity long/short hedge fund. Mr. Ort is a member of the board or advisory board of a number of privately
held technology companies. Mr. Ort graduated from Duke University, obtained J.D. and M.B.A. degrees from New York University, and
is a member of the New York and New Jersey State Bars. He was a Fulbright Scholar in Japan, and is the Treasurer and a member of the board
of the Fulbright Association’s New Jersey Chapter.
We will be further supported
by our advisory committee which is comprised of current and former senior executives with significant investment and operating experience
in a wide range of sub-sectors and functional areas within the financial services and financial technology industries generally. These
executives will provide us with access to their expertise and extensive industry networks from which we intend to source and evaluate
targets as well as to assist in the future value creation plans of any business that we acquire.
Key members of our advisory committee will initially
include:
Henry Helgeson, the Founder and CEO of Cayan,
a payments company which was sold to TSYS (now Global Payments) in 2018 for $1.05 billion. Mr. Helgeson grew Cayan into one of the
largest merchant acquirers in the U.S. prior to its sale. Mr. Helgeson is currently a member of the Board of Directors of Electronic
Payment Providers, Inc., Infinicept, Inc. and Resupply, Inc. We believe Mr. Helgeson’s deep operational experience, industry
relationships, domain expertise and understanding of emerging trends in the financial technology industry will provide us with a competitive
advantage as we evaluate merger targets in the financial technology sector. Mr. Helgeson also serves on the board of directors of
Concord II.
Rich Ricci, the CEO of Panmure
Gordon & Co PLC (“Panmure”). Owned by Atlas’ investment fund, Panmure is a 150 year-old, UK-based middle market
corporate advisory and brokerage firm. Prior to joining Panmure, Mr. Ricci was the CEO of Barclays Capital. We believe Mr. Ricci’s
geographic focus in the U.K and Western Europe will provide us both with differentiated sourcing of potential opportunities as well as
insight into overseas markets and economies as we diligence merger targets with international operations.
Competitive Advantages
The sourcing, valuation,
diligence and execution capabilities of our management team, sponsor, Board of Directors, Advisory Committee and extended network of relationships
should provide us with a significant pipeline of opportunities from which to evaluate and select a business to merge with that will benefit
from our collective expertise. Our competitive strengths include the following:
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Extensive Network of Industry Relationships. We believe the capabilities
and connections of our management team and Sponsor within the financial services, technology, and private equity and venture capital industries
will provide us with a differentiated pipeline of acquisition opportunities that would be difficult for other participants in the market
to replicate. We believe that our industry relationships provide us with a competitive advantage not only with respect to transaction
sourcing but also with respect to our ability to conduct differentiated due diligence on a target company.
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Differentiated Operating
Experience. We believe the executive-level operational experience and expertise
resident within our management team, Board of Directors and Advisory Committee will make us an attractive partner to our prospective
combination target companies. Our management team believes that its ability to identify and implement value creation initiatives
has been an essential driver of past performance and value creation.
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Extensive Investing Experience. We believe that our Sponsor and our management
team’s broad-based private equity experience, public equity investing and track record of identifying and sourcing attractive investment
opportunities, positions us well to appropriately evaluate potential business combinations that will be well received by the public markets.
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Execution and Structuring Capability. Our management team and sponsor believe
that our combined expertise and reputation will allow us to source and complete transactions that will provide a positive outcome for
existing owners of prospective targets while at the same time creating an attractive investment for public equity investors. These types
of transactions are typically complex and require creativity, industry knowledge and expertise, rigorous due diligence, and extensive
negotiations and documentation.
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Business Strategy
Our business strategy is
to identify and complete our initial business combination with a company that can benefit from the strategic, transactional and operational
experience of our management team to create long-term shareholder value. We will leverage the team’s broad sourcing network in our
selection process and will apply our diligence processes and structuring expertise to execute a value creating transaction.
Specifically, our strategy is to:
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utilize our deep understanding of emerging trends within the financial services and financial technology
sectors to identify the most attractive segments and to assess suitable merger candidates;
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develop a large pipeline of actionable investment opportunities through our long-standing relationships
and proprietary deal sourcing networks; and,
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leverage the strategic, transactional and operating experience of our management team and sponsor to engage
with and diligence likely business combination targets to consummate a transaction;
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Our selection process will
leverage our sponsors’ broad and deep relationship network, unique investment and industry experiences and proven deal sourcing
capabilities to access a broad spectrum of differentiated opportunities. This network has been developed through our sponsors’ decades
of experience and demonstrated success in both investing in and operating businesses both in our target sectors and across a variety of
other industries. We intend to deploy a pro-active, thematic sourcing strategy and to focus on companies
where we believe the combination of our operating experience, relationships, and capital markets expertise can be catalysts to accelerate
the target’s growth and profitability characteristics and performance over time. Upon completion of this offering, our sponsors
will engage with their networks of relationships to articulate the parameters of our target company search and begin the process of pursuing
and reviewing potential combinations.
Our team’s objectives
are to generate attractive returns for shareholders and to enhance the value of the business we combine with by improving operational
performance of the acquired company and assisting it in its transition into being a publicly-traded company. We expect to favor opportunities
with certain industry and business characteristics.
Key industry characteristics include:
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large addressable market;
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compelling long-term secular growth;
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attractive competitive dynamics; and,
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inorganic growth and consolidation opportunities.
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Key business characteristics of attractive consolidation
targets include:
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high-caliber executive and management team;
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market-leading product or service;
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potential for growth in excess of relevant industry average;
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high barriers to entry;
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solid base of recurring revenue;
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resilient to economic cycles;
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established, high-quality customer base;
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long-term customer relationships / contracts;
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attractive overall financial profile;
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opportunity for operational improvements;
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attractive steady-state margins and free cash flow characteristics; and,
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will benefit from Atlas’ long-term sponsorship as it seeks to accelerate growth in the public markets.
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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 on other considerations, factors and criteria that our management and sponsors may deem relevant.
Our selection process will leverage our sponsor’s
extensive investment sourcing network, which includes current and former industry executives within the financial services and financial
technology industries, private equity, venture capital and alternative asset managers, and lending relationships, as well as existing
relationships with the management teams of both public and private companies, investment bankers, restructuring advisers, attorneys and
accountants, which we believe should provide us with a number of attractive business combination opportunities.
Our management team and Sponsor have decades of
experience in:
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developing and fostering relationships with business owners, management teams and various types of capital
providers;
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sourcing, structuring, conducting diligence, and financing complex acquisitions;
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structuring and negotiating transaction terms favorable to investors;
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executing transactions in multiple geographies and under varying economic and financial market conditions;
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accessing the capital markets, including financing businesses and helping companies transition to public
ownership; and,
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providing strategic guidance at the board level to assist in ongoing shareholder value creation as an
independent public company.
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Atlas
and its network of operating partners have deep domain expertise within the financial services and financial technology industries as
well as broad transactional experience outside of our core focus areas, with particularly valuable experience:
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operating large, complex, global businesses;
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establishing both short and long-term strategic directions;
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navigating and adapting to challenging macro environments;
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identifying, recruiting and assessing world-class executives;
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acquiring and integrating companies;
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structuring, negotiating and financing complex transactions with multiple counterparties; and,
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developing and growing companies in various ways; both organically through new product introductions and
geographic expansion, and inorganically through acquisitions and other strategic joint-ventures and partnerships.
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Our Acquisition Process
In evaluating a prospective target business, we
expect to conduct a thorough due diligence review which may 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 that will be made
available to us.
We are not prohibited from pursuing an initial
business combination with a business that is affiliated with our sponsor, officers or directors. In the event we seek to complete our
initial business combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee of independent
and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry
Regulatory Authority, or FINRA, or from an independent accounting firm, that such initial business combination is fair to our company
from a financial point of view.
Our sponsors will be making the sponsor loan
to us simultaneously with the closing of this offering. In addition, members of our management team may directly or indirectly own our
securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target
business is an appropriate business with which to effectuate our initial business combination. Our initial stockholders acquired founder
shares for approximately $0.003 per share and we are offering units at a price of $10.00 per unit in this offering; as a result, our
initial stockholders could make a substantial profit after the initial business combination even if public investors experience substantial
losses and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business
with which to effectuate our initial business combination. (See “Risk Factors — Our initial stockholders paid an aggregate
of $25,000 for the founder shares, or approximately $0.003 per founder share. As a result of this low initial price, our initial stockholders
stand to make a substantial profit even if an initial business combination subsequently declines in value or is unprofitable for our
public stockholders” and “— Since our initial stockholders will lose their entire investment in us if our initial business
combination is not completed (other than with respect to any public shares they may hold), a conflict of interest may arise in determining
whether a particular business combination target is appropriate for our initial business combination”). Further, each of our officers
and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation
of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business
combination.
Our officers and directors are from time to time
made aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have
not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise,
with respect to a business combination transaction with us.
Each of our officers and directors presently has,
and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities,
including Concord I and Concord II, pursuant to which such officer or director, is or will be required to present a business combination
opportunity to such entities. These entities, including Concord I and Concord II, may compete with us for acquisition opportunities. If
these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. These conflicts may not be
resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. If any of our
officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she
has fiduciary, contractual or other obligations or duties, he or she may honor these obligations and duties to present such business combination
opportunity to such entities first, including Concord I and Concord II, and only present it to us if such entities reject the opportunity
and he or she determines to present the opportunity to us. Although we have no formal policy in place for vetting potential conflicts
of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. For more information, see
the section entitled “Management — Conflicts of Interest.”
We do not believe, however, that (aside from Concord
I and Concord II) the fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability
to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our
interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely
in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted
to undertake and would otherwise be reasonable for us to pursue.
In addition, our management team has, and
may in the future, sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment
ventures during the period in which we are seeking an initial business combination. In particular, our management team is currently sponsoring
two other blank check companies, Concord I and Concord II. Any such companies, businesses or investments, including Concord I and Concord
II, may present additional conflicts of interest in pursuing an initial business combination. While we expect that each of Concord I
and Concord II will have priority over us with respect to acquisition opportunities until it completes its initial business combination,
our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, and we
believe there are multiple potential opportunities within the industries and geographies of our primary focus.
Initial Business Combination
We will have up to 18 months from the closing of this offering to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 18 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 24 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. Our stockholders will not be entitled to vote or redeem their shares in connection with any such extension. Pursuant to the terms of our amended and restated certificate of incorporation, in order for the time available for us to consummate our initial business combination to be extended for any such three-month period, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $2,500,000, or $2,875,000 if the underwriters' over-allotment option is exercised in full (or $0.10 per unit sold in this offering in either case, up to an aggregate of $5,000,000, or $5,750,000 if the underwriters' over-allotment option is exercised in full), on or prior to the date of the applicable deadline, for each three month extension. Any such payment would be made in the form of a non-interest bearing loan in substantially the same form as the sponsor loan and would be repaid, if at all, from funds released to us upon completion of our initial business combination. Any such extension loan may be converted into warrants at the price of $1.00 per warrant at the option of the lender at or prior the time of the business combination. The warrants would be identical to the private placement warrants issued to our sponsors. In the event that we receive notice from our sponsor five days prior to the applicable deadline of its wish for us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to such deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate an initial business combination within such time period, we will redeem 100% of our issued and outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein, and then seek to dissolve and liquidate.
The NYSE rules require that an initial
business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net
assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the
deferred underwriting commissions). We refer to this as the 80% of net assets test. If our board of directors is not able to independently
determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking
firm or another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. We do
not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although
there is no assurance that will be the case.
We anticipate structuring our initial business
combination so that the post-transaction company in which our public stockholders own or acquire shares will own or acquire 100% of the
outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination
such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to
meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination
if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires
a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment
Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the
outstanding voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority
interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction.
For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding
capital stock of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial business
combination. In such cases, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial
number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding
shares subsequent to our initial business combination. If less than 100% of the outstanding equity interests or assets of a target business
or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired
by us is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target
business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.
Prior to the effectiveness of the registration
statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register
our securities under Section 12 of the Securities Exchange Act of 1934, as amended (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.
Emerging Growth Company Status and Other Information
We are an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited
to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and
exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden
parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active
trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act
also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of
the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can
delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take
advantage of the benefits of this extended transition period.
We will remain an emerging growth company until
the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering,
(b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated
filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of that year’s
second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during
the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the
JOBS Act.
Additionally, we are a “smaller reporting
company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced
disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller
reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates
exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million during
such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that
year’s second fiscal quarter.
Our executive offices are located at 477 Madison
Avenue, New York, NY 10022 and our telephone number is (212) 883-4330. Upon completion of this offering, our corporate website address
will be . Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated
by reference in, and is not considered part of, this prospectus or the registration statement of which this prospectus forms a part.
You should not rely on any such information in making your decision whether to invest in our securities.
The Offering
In making your decision 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.”
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Securities offered
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25,000,000 units (or 28,750,000 units if the underwriters’ over-allotment option is exercised in full), at $10.00 per unit, each unit consisting of:
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one share
of Class A common stock; and
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one-half of one redeemable warrant to purchase one share of Class A common stock.
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NYSE symbols
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Units: “CNDB.U”
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Class A Common Stock: “CNDB”
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Warrants: “CNDB WS”
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Trading commencement and separation of
Class A common stock and warrants
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The units will begin trading on or promptly after the date
of this prospectus. The Class A common stock and warrants constituting the units will begin separate trading on the 52nd
day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Citigroup
Global Markets Inc. and Cowen and Company, LLC inform us of their decision to allow earlier separate trading, subject to our
having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate
trading will begin. Once the shares of Class A common stock and warrants commence separate trading, holders will have the
option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers
contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. No fractional
warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at
least two units, you will not be able to receive or trade a whole warrant.
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Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination.
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Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K
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In no event will the Class A 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 of our company reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.
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Units:
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Number outstanding before this offering
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0
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Number outstanding after this offering
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25,000,000(1)
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Common stock:
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Number outstanding before this offering
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7,187,500(2)(3)
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Number outstanding after this offering
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31,250,000(1)(3)
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Warrants:
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Number of warrants to be outstanding before this offering
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0
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Number of private placement warrants
to be sold in a private placement simultaneously with this offering
Number of warrants to be outstanding
after this offering and the sale of the private placement warrants
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7,500,000(1)
20,000,000(1)(4)
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Exercisability
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Each whole warrant is exercisable to purchase one share of our Class A
common stock, subject to adjustment as provided herein, and only whole warrants are exercisable. No fractional warrants will be issued
upon separation of the units and only whole warrants will trade.
We structured each unit offered in this offering to contain
one-half of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock, as compared to
units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to
reduce the dilutive effect of the warrants upon completion of our initial business combination as compared to units that each contain
a whole warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target
businesses.
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Exercise price
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$11.50 per share of Class A common stock, subject to adjustment as described herein.
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Exercise period
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The warrants will become exercisable on the later of:
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30 days after the completion of our initial business combination;
and
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12 months from the closing of this offering;
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provided in each case that we have an effective registration statement under the Securities Act covering the issuance of the shares of 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 we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement).
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(1)
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Assumes no exercise of the underwriters’ over-allotment
option.
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(2)
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Consists solely of founder shares and includes up to 937,500
shares that are subject to forfeiture by our sponsors depending on the extent to which the underwriters’ over-allotment option
is exercised.
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(3)
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Founder shares are classified as shares of Class B common
stock, which shares will automatically convert into shares of Class A common stock at the time of our initial business combination,
or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as described below adjacent to the caption “Founder
shares conversion and anti-dilution rights.”
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(4)
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Comprised of 12,500,000
public warrants included in the units sold in this offering and 7,500,000 private placement warrants to be sold in a private
placement. This amount does not include the 5,000,000 warrants that could be issued upon conversion of the sponsor loans.
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We are not registering the shares of Class A 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 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC, and within 60 business days following our initial business combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed; provided that, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
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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; provided, however, that the private placement warrants issued to CA2 Co-Investment will not be exercisable more than five years after the effective date of the registration statement of which this prospectus forms a part in accordance with FINRA Rule 5110(g)(8). 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 of warrants when the price per share of Class A common stock equals or exceeds $18.00
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Once the warrants become exercisable, we may redeem the outstanding public warrants:
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•
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in whole and not in part;
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•
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at a price of $0.01 per warrant;
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•
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upon a minimum of 30 days’ prior written notice
of redemption, which we refer to as the 30-day redemption period; and
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•
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if, and only if, the last reported sale price of our Class A
common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the
notice of redemption to the warrant holders.
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We will not redeem the warrants for cash unless a registration statement
under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then
effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period, except
if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act.
If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the
underlying securities for sale under all applicable state securities laws.
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 determining
whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider, among other
factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum
number of shares of Class A common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise
price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient
obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by
the excess of the “fair market value” of our Class A common stock (defined above) over the exercise price of the warrants
by (y) the fair market value and (B) 0.361. Please see “Description of Securities — Warrants — Public Stockholders’
Warrants” for additional information.
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Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00
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Commencing ninety days after the warrants become exercisable, we may redeem the outstanding public warrants:
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in whole and not in part;
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at a price of $0.10 per warrant provided that holders will
be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock
determined by reference to the table set forth under “Description of Securities — Warrants — Public Stockholders’
Warrants” based on the redemption date and the “fair market value” of our Class A common stock (as defined below)
except as otherwise described in “Description of Securities — Warrants — Public Stockholders’ Warrants”;
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•
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upon a minimum of 30 days’ prior written notice
of redemption;
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if, and only if, the last reported sale price of our Class A
common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders; and
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if, and only if, there is an effective registration statement
covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating
thereto available throughout the 30-day period after written notice of redemption is given.
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The “fair market value” of our Class A common stock
shall mean the average last reported sale price of our Class A 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. This redemption feature differs from the typical
warrant redemption features used in many other blank check offerings. In no event will the warrants be exercisable in connection with
this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment).
No fractional shares of Class A common stock will be issued upon
redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest
whole number of the number of shares of Class A common stock to be issued to the holder. Please see “Description of Securities
— Warrants — Public Stockholders’ Warrants” for additional information.
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Pursuant to the warrant agreement, references above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock has been converted or exchanged for in the event we are not the surviving company in our initial business combination.
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Accounting for the public warrants and the private placement
warrants
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The public warrants that are to be issued in this offering
and the private placement warrants that are to be issued concurrently with this offering will be accounted for outside of stockholders’
equity and included in our financial statements as a current liability measured at the estimated fair value of the total outstanding
public warrants and private placement warrants. In addition, at each reporting period (1) the accounting treatment of the warrants
will be re-evaluated for proper accounting treatment as a liability or equity and (2) the fair value of the liability of the public
warrants and the private placement warrants will be remeasured and the change in the fair value of the liability will be recognized
in our statement of operations. If the classification changes as a result of events during the period, the warrants will be reclassified
as of the date of the event that causes the reclassification.
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Election and removal of directors; voting rights
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Prior to our initial business combination, only holders of our Class B common stock will have the right to vote on the election of directors. Holders of the Class A common stock will not be entitled to vote on the election of directors during such time. In addition, prior to our initial business combination, holders of a majority of the outstanding shares of our Class B common stock may remove a member of our board of directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended if approved by holders of a majority of at least 90% of the outstanding shares of our common stock voting at a stockholder meeting. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by applicable law or stock exchange rule, holders of our Class A common stock and holders of our Class B common stock will vote together as a single class, with each share entitling the holder to one vote.
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Founder
shares
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On March 1, 2021, our sponsor purchased
an aggregate of 7,187,500 founder shares for a capital contribution of $25,000. The number of founder shares
issued was determined based on the expectation that the founder shares would represent 20% of the outstanding
shares of common stock upon completion of this offering. On March 25, 2021, our sponsor sold 1,437,500
founder shares to CA2 Co-Investment and 25,000 to each of our independent director nominees, in each case
at the original price per share. On May 6, 2021, CA2 Co-Investment sold 956,439 shares back to our sponsor
at the original purchase price, resulting in our sponsor holding 6,631,439 founder shares and CA2 Co-Investment
holding 481,061 founder shares. Prior to the initial investment in the company of $25,000 by our initial stockholders,
we 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 us by the number of founder shares issued. If we increase or
decrease the size of this offering, we will effect a stock dividend or share contribution back to capital
or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior
to the consummation of this offering in such amount as to maintain the number of founder shares at 20% of
the outstanding shares of our common stock upon the consummation of this offering. Up to 937,500 founder shares
are subject to forfeiture by our sponsors depending on the extent to which the underwriters’ over-allotment
option is exercised. If the over-allotment option is not fully exercised, our sponsor may forfeit up to 876,136
founder shares and CA2 Co-Investment may forfeit up to 61,364 founder shares.
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The founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that:
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• prior to our initial business combination, only holders of the Class B common stock have the right to vote on the election of directors and holders of a majority of the outstanding shares of our Class B common stock may remove members of our board of directors for any reason;
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• our
initial stockholders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to
waive: (1) their redemption rights with respect to any founder shares and public shares held by them, as applicable, in connection
with the completion of our initial business combination; (2) 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 redemptions in connection with our initial
business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within 18
months from the closing of this offering (or up to 24 months from the closing of this offering if we extend the period of time
to consummate our initial business combination by up to an additional six months, subject to the sponsor depositing additional funds
into the trust account as described herein) or (B) with respect to any other provision relating to stockholders’
rights or pre-initial business combination activity; and (3) their rights to liquidating distributions from the trust account
with respect to any founder shares they hold if we fail to complete our initial business combination within 18 months from the closing
of this offering (or up to 24 months from the closing of this offering if we extend the period of time to consummate our initial
business combination by up to an additional six months, subject to the sponsor depositing additional funds into the trust account
as described herein) or during any other extended time that we have to consummate a business combination beyond the applicable period
as a result of a stockholder vote to amend our amended and restated certificate of incorporation (any such period beyond 18 months
from the closing of this offering, an “Extension Period”) (although they will be entitled to liquidating distributions
from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within
the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, our initial stockholders,
officers and directors have agreed to vote any founder shares and any public shares held by them in favor of our initial business
combination. As a result, in addition to our initial stockholders’ founder shares we would need 9,375,001, or 37.5% (assuming
all issued and outstanding shares are voted and the over-allotment option is not exercised), or an additional 1,562,501, or 6.3%
(assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the
25,000,000 public shares sold in this offering to be voted in favor of a transaction, in order to have such initial business combination
approved;
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• the founder shares are subject to certain transfer restrictions, as described in more detail below;
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• the founder shares are automatically convertible into shares of our Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and
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• the holders of the founder shares are entitled to registration rights.
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The founder shares purchased by CA2 Co-Investment are deemed underwriters’ compensation by FINRA pursuant to Rule 5110 of the FINRA Manual.
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Private
placement warrants
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Our sponsors have committed, pursuant to written agreements,
to purchase an aggregate of 7,500,000 placement warrants (or 8,250,000 if the over-allotment option is exercised in full), each exercisable
to purchase one share of our Class A common stock at $11.50 per share, subject to adjustment as provided herein, at a price
of $1.00 per whole warrant ($7,500,000 or $8,250,000 in the aggregate if the over-allotment option is exercised in full)
in a private placement that will occur simultaneously with the closing of this offering. Each whole private placement warrant is
exercisable for one whole share of our Class A common stock at $11.50.
A portion of the purchase price of the private placement
warrants will be added to the proceeds from this offering and from the sponsor loan to be held in the trust account such that, at
the time of closing, $255,000,000 (or $293,250,000 if the underwriters exercise their over-allotment option in full) will be held in
the trust account. If we do not complete our initial business combination within 18 months from the closing of this offering or
following any Extension Period, the proceeds of the sale of the private placement warrants held in the trust account will be used to
fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will
expire worthless. The private placement warrants are, and any sponsor loan warrants will be, identical to the public warrants,
except that the private placement warrants (including the underlying securities) are, and any sponsor loan warrants (including the
underlying securities) will be, subject to certain transfer restrictions and the holders thereof are entitled to certain
registration rights, as described herein, and the warrants: (1) will not be redeemable by us; (2) may be exercised by the
holders on a cashless basis; and (3) with respect to private placement warrants or sponsor loan warrants held by CA2
Co-Investment, will not be exercisable more than five years from the commencement of sales in this offering in accordance with FINRA
Rule 5110(g)(8). If the private placement warrants or sponsor loan warrants are held by holders other than the sponsors or
their respective permitted transferees, then the private placement warrants and sponsor loan warrants will be redeemable by us in
all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the public units.
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The private placement warrants purchased by CA2 Co-Investment or its
affiliates are deemed underwriters’ compensation by FINRA pursuant to Rule 5110 of the FINRA Manual.
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Sponsor
loan
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Our sponsors have agreed to lend us an aggregate
of $5,000,000 (or $5,750,000 if the underwriters’ over-allotment option is exercised in full) as of the closing date of this
offering at no interest, which we refer to throughout this prospectus as our sponsor loan. The proceeds of the sponsor loan will
be added to the trust account (as described in this prospectus) and be used to fund the redemption of our public shares (subject
to the requirements of applicable law) in accordance with the terms set forth in this prospectus. Of the total amount of the sponsor loan, $4,393,939 (or $5,053,030 if the underwriters’ over-allotment
option is exercised in full) will be provided by our sponsor, and $606,061 (or $696,970 if the underwriters’ over-allotment option
is exercised in full) will be provided by CA2 Co-Investment. The sponsor loan shall be repaid
or converted into sponsor loan warrants at a conversion price of $1.00 per warrant, at the sponsors’ discretion. The sponsor
loan warrants would be identical to the private placement warrants to be sold to the sponsors concurrently with the closing of this
offering. The sponsor loan is being extended in order to ensure that the amount in the trust account is $10.20 per public share.
If we do not complete an initial business combination, we will not repay the sponsor loan from amounts held in the trust account,
and its proceeds will be distributed to our public stockholders.
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Transfer restrictions on private placement
warrants and underlying securities
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The private placement
warrants (including the warrants that may be issued upon conversion of working capital loans, the sponsor loan and the Class A
common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until
30 days after the completion of our initial business combination (except as described herein under “Principal
Stockholders — Transfers of Founder Shares, Private Placement Warrants and Sponsor Loan Warrants”). Any permitted
transferees would be subject to the same restrictions and other agreements of our initial stockholders with respect to such
securities.
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Transfer restrictions on founder shares
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Our initial stockholders, officers and directors have agreed not to transfer, assign or sell any founder shares held by them until the earlier to occur of: (1) one year after the completion of our initial business combination; and (2) subsequent to our initial business combination, (x) the date on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property or (y) if the last reported sale price of our Class A 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 our initial business combination (except as described herein under “Principal Stockholders — Transfers of Founder Shares and Private Placement Warrants”). Any permitted transferees would be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares.
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Founder
shares conversion and anti-dilution rights
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The shares of
Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business
combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case
that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts
issued in this offering and related to the closing of our initial business combination, the ratio at which shares of Class B
common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding
shares of our Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed
issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common
stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon
completion of this offering (not including the Class A common stock issuable upon exercise of the private placement warrants
or any sponsor loan warrants) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in
connection with our initial business combination (net of the number of shares of Class A common stock redeemed in connection
with our initial business combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in
our initial business combination.
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Proceeds
to be held in trust account
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The rules of the NYSE provide that at least 90% of the
gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. Of the net
proceeds we will receive from this offering, the sale of the private placement warrants and the sponsor loan described in this
prospectus, $255,000,000 ($10.20 per unit), or $293,250,000 ($10.20 per unit) if the underwriters’ over-allotment option is
exercised in full, will be deposited into a segregated U.S.-based trust account at Morgan Stanley, with Continental Stock
Transfer & Trust Company acting as trustee, after deducting $5,000,000 in underwriting discounts and commissions payable
upon the closing of this offering (or $5,750,000 if the underwriters’ over-allotment option is exercised in full) and an
aggregate of $2.5 million to pay expenses in connection with the closing of this offering and for working capital following this
offering. The proceeds to be placed in the trust account include $8,750,000 (or up to $10,062,500 if the underwriters’
over-allotment option is exercised in full) in deferred underwriting commissions. The funds in the trust account will be invested
only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S.
Treasuries.
Except with respect to interest earned on the funds held in
the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from
the trust account until the earliest of: (1) the completion of our initial business combination; (2) the redemption of any
public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of
incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial
business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months
(or up to 24 months, as applicable) from the closing of this offering or (B) with respect to any other provision relating to
stockholders’ rights or pre-initial business combination activity; and (3) the redemption of all of our public shares if
we have not completed our initial business combination within 18 months from the closing of this offering or any Extension Period,
subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any,
which could have priority over the claims of our public stockholders.
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Anticipated expenses and funding sources
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Unless and until we complete
our initial business combination, no proceeds held in the trust account will be available for our use, except the withdrawal of interest
earned to pay taxes or to redeem our public shares in connection with an amendment to our amended and restated certificate of incorporation,
as described above. The funds in the trust account will be invested only in U.S. government treasury bills with a maturity of 185 days
or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the
Investment Company Act. Based upon current interest rates, we expect the trust account to generate approximately $255,000 of interest
annually (assuming an interest rate of 0.1% per year). Unless and until we complete our initial business combination, we may pay
our expenses only from:
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• the net
proceeds of this offering, the sale of the private placement warrants and the sponsor loan not held in the trust account, which will
be approximately $1,900,000 after the payment of approximately $600,000 in expenses relating to this offering; and
• any loans
or additional investments from our sponsor, members of our management team or any of their respective affiliates or other third parties,
although they are under no obligation or other duty to loan funds to, or invest in, us, and provided that any such loans will not
have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business
combination. If we complete our initial business combination, we expect to repay such loaned amounts out of the proceeds of the trust
account released to us. In the event that our initial business combination does not close, we may use a portion of the working capital
held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned
amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender
at the time of the business combination. The warrants would be identical to the private placement warrants issued to our sponsors.
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Conditions
to completing our initial business combination
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There is no limitation on our ability to raise funds privately
or through loans in connection with our initial business combination. The NYSE rules require that an initial business combination
must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held
in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the deferred
underwriting commissions). We do not currently intend to purchase multiple businesses in unrelated industries in conjunction
with our initial business combination, although there is no assurance that will be the case.
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If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions. We will complete our initial business combination only if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired by us is what will be valued for purposes of the 80% of net assets test, provided that in the event that our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.
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Permitted purchases and other transactions with respect to our securities
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If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsors, directors, officers, advisors or any of their respective affiliates may purchase public shares or public warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation or other duty to do so. There is no limit on the number of securities such persons may purchase, or any restriction on the price that they may pay. Any such price per share may be different than the amount per share a public stockholder would receive if it elected to redeem its shares in connection with our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsors, directors, officers, advisors or any of their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, such persons have no current commitments, plans or intentions to engage in such purchases or other transactions and have not formulated any terms or conditions for any such purchases or other transactions. None of the funds in the trust account will be used to purchase public shares or public warrants in such transactions. Such persons will be subject to restrictions in making any such purchases when they are in possession of any material non-public information or if such purchases are prohibited by Regulation M under the Exchange Act. Please see “Proposed Business — Permitted purchases and other transactions with respect to our securities” for a description of how such persons will determine from which stockholders to enter into transactions with.
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We will adopt an insider trading policy which will require insiders to: (1) refrain from purchasing securities during certain blackout periods and when they are in possession of any material non-public information; and (2) clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.
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We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. Our sponsors, directors, officers, advisors or any of their respective affiliates will be restricted from making purchases if such purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
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We expect that any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
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The purpose of any such transaction could be to (1) vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination, (2) reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such transactions may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our shares of Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
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Redemption
rights for public stockholders upon completion of our initial business combination
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We will provide our public
stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business
days prior to the consummation of our initial business combination, including interest not previously released to us to pay our taxes
(which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations
described herein. The amount in the trust account is initially anticipated to be $10.20 per public share. The per share amount we
will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will
pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order
to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect
to our warrants. Our initial stockholders, officers and directors have entered into a letter agreement with us, pursuant to which
they have agreed to waive their redemption rights with respect to any founder shares, private placement shares and any public shares
held by them in connection with the completion of our initial business combination.
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Manner of conducting redemptions
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We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either: (1) in connection with a stockholder meeting called to approve the business combination; or (2) by means of a tender offer. Except as required by applicable law or stock exchange rules, the decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction. Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would typically require stockholder approval. We intend to conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by applicable law or stock exchange listing requirement or we choose to seek stockholder approval for business or other reasons.
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If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation:
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• conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and
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• file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
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Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act.
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In the event we conduct redemptions pursuant to the tender
offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under
the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender
offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number
of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would
cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 following such
redemptions, or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial
business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender
offer and not complete such initial business combination, and we instead may search for an alternate business combination (including,
potentially, with the same target).
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If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other reasons, we will:
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• conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and
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• file proxy materials with the SEC.
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We expect that a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any stockholder vote even if we are not able to maintain our NYSE listing or Exchange Act registration.
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If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of our common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders, officers and directors will count towards this quorum and have agreed to vote any founder shares, private placement shares and any public shares held by them in favor of our initial business combination. We expect that at the time of any stockholder vote relating to our initial business combination, our initial stockholders and their permitted transferees will own at least 20% of our outstanding shares of common stock entitled to vote thereon. As a result, in addition to our initial stockholders’ founder shares, we would need 9,375,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or an additional 1,562,501, or 6.3% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 25,000,000 public shares sold in this offering to be voted in favor of a transaction, in order to have such initial business combination approved. These quorum and voting thresholds and agreements may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to redeem its public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.
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Our amended and restated certificate
of incorporation will provide that in no event will we redeem our public shares in an amount that would cause
our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001
following such redemptions. Redemptions of our public shares may also be subject to a higher net tangible
asset test or cash requirement pursuant to an agreement relating to our initial business combination. For
example, the proposed business combination may require: (1) cash consideration to be paid to the target
or its owners; (2) cash to be transferred to the target for working capital or other general corporate
purposes; or (3) the retention of cash to satisfy other conditions in accordance with the terms of the
proposed business combination. In the event the aggregate cash consideration we would be required to pay for
all shares of common stock that are validly submitted for redemption plus any amount required to satisfy cash
conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash
available to us, we will not complete the business combination on such terms or redeem any shares, all shares
of common stock submitted for redemption will be returned to the holders thereof, and we instead may search
for an alternate business combination (including, potentially, with the same target).
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Tendering share certificates in connection with a tender offer or redemption rights
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We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, rather than simply voting against the initial business combination. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.
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Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold stockholder vote
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Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our sponsors or their affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder’s shares are not purchased by us or our sponsors or their affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders’ ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination.
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Redemption
rights in connection with proposed amendments to our amended and restated certificate of incorporation
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Some other
blank check companies have a provision in their charter which prohibits the amendment of certain charter provisions. Our amended and
restated certificate of incorporation will provide that any of its provisions (other than amendments relating to the appointment or
removal of directors prior to our initial business combination, which require the approval of holders of a majority of at least 90%
of the outstanding shares of our common stock voting at a stockholder meeting) related to pre-business combination activity
(including the requirement to deposit proceeds of this offering, the sale of the private placement warrants and the sponsor loan
into the trust account and not release such amounts except in specified circumstances and to provide redemption rights to public
stockholders as described herein) may be amended if approved by holders of at least 65% of our outstanding common stock, and
corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by
holders of at least 65% of our outstanding common stock. Unless specified in our amended and restated certificate of incorporation
or bylaws, or as required by applicable law or stock exchange rules, the affirmative vote of a majority of the outstanding shares of
our common stock that are voted is required to approve any such matter voted on by our stockholders, and, prior to our initial
business combination, the affirmative vote of holders of a majority of the outstanding shares of our Class B common stock is
required to approve the election or removal of directors. Prior to an initial business combination, we may not issue additional
securities that can vote pursuant to our amended and restated certificate of incorporation on any initial business combination or
any amendments to our amended and restated certificate of incorporation. Our initial stockholders, who will beneficially own
approximately 21.8% of our common stock upon the closing of this offering (assuming they do not purchase any units in this
offering), may participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and
will have the discretion to vote in any manner they may choose. Our sponsors, officers and directors have agreed, pursuant to a
written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation
(A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business
combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months (or up to
24 months, as applicable) from the closing of this offering or (B) with respect to any other provision relating to
stockholders’ rights or pre-initial business combination activity, unless we provide our public stockholders with the
opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account
(which interest shall be net of taxes payable), divided by the number of then outstanding public shares. Our initial stockholders,
officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption
rights with respect to any founder shares, private placement 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 redemptions in connection with our initial business combination or to redeem 100% of our public shares if we
have not consummated our initial business combination within 18 months (or up to 24 months, as applicable) from the closing of this
offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination
activity. Any permitted transferees would be subject to the same restrictions and other agreements of our initial stockholders with
respect to any founder shares and private placement shares.
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Release of funds in trust account on closing of our initial business combination
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On the completion of our initial business
combination, all amounts held in the trust account will be disbursed directly by the trustee or released to
us to pay amounts due to any public stockholders who properly exercise their redemption rights as described
above under “Redemption rights for public stockholders upon completion of our initial business combination.”
We will use the remaining funds to pay the underwriters their deferred underwriting commissions of $8,750,000
(or up to $10,062,500 if the underwriters’ over-allotment option is exercised in full), to pay the sponsor
loan if not converted, to pay all or a portion of the consideration payable to the target or owners of the
target of our initial business combination and to pay other expenses, including those associated with our
initial business combination, with the balance to be available to the post-transaction business. If our initial
business combination is paid for using equity or debt or not all of the funds released from the trust account
are used for payment of the consideration in connection with our initial business combination or used for
redemption of our public shares, we may apply the balance of the cash released to us from the trust account
for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses,
the payment of principal or interest due on indebtedness incurred in completing our initial business combination,
to fund the purchase of other businesses or for working capital.
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Redemption
of public shares and distribution and liquidation if no initial business combination
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Our sponsors, officers and directors have agreed
that we will have only 18 months from the closing of this offering to complete our initial business combination (or up to
24 months from the closing of this offering if we extend the period of time to consummate our initial business combination by
up to an additional six months, subject to the sponsor depositing additional funds into the trust account as described herein). If
we have not completed our initial business combination within such 18-month period or during any Extension Period, we will:
(1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than
ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes
payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares,
which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to
the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no
redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our
initial business combination within such period.
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Our initial stockholders, officers
and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions
from the trust account with respect to any founder shares and private placement shares held by them if we fail to complete our initial
business combination within 18 months from the closing of this offering or during any Extension Period. However, if our sponsors
or any of our officers, directors or any of their respective affiliates then hold any public shares, they will be entitled to liquidating
distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within
the allotted time frame to complete our initial business combination.
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The underwriters have agreed to waive their rights to their
deferred underwriting commission held in the trust account in the event we do not complete our initial business combination and,
in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption
of our public shares.
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Our sponsors, officers and directors have agreed,
pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of
incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial
business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months
(or up to 24 months, as applicable) from the closing of this offering or (B) with respect to any other provision relating to
stockholders’ rights or pre-initial business combination activity, unless we provide our public stockholders with the
opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable),
divided by the number of then outstanding public shares. However, we may not redeem our public shares in an amount that would cause
our net tangible assets to be less than $5,000,001 following such redemptions.
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Limited
payments to insiders
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There will be no finder’s fees, reimbursements or
cash payments made by us to our sponsors, officers or directors or our or any of their respective affiliates, for services rendered
to us prior to or in connection with the completion of our initial business combination, other than the following payments,
none of which will be made from the proceeds of this offering, the sale of the private placement warrants and the sponsor loan
held in the trust account prior to the completion of our initial business combination
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• repayment of an aggregate of up to $200,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
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•
payment to an affiliate of our sponsor of a total of $20,000 per month, for up to 18 months (or up to 24 months, as applicable),
for office space, administrative and support services;
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• reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination;
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• payment
to the underwriters, including Cowen and Company, LLC, an affiliate of one of our sponsors, of their underwriting discount of $5,000,000
(or up to $5,750,000 if the underwriters’ over-allotment is exercised in full), deferred underwriting commissions of $8,750,000
(or $10,062,500 if the underwriters’ over-allotment option is exercised in full) payable upon the closing of our initial business
combination, and fees for any financial advisory, placement agency or other similar investment banking services that they or their
affiliates may provide to our company in the future, and reimbursement of the underwriters for any out-of-pocket expenses incurred
by it in connection with the performance of such services;
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• repayment
of the sponsor loan in an amount up to $5,750,000, and repayment of extension loans in an amount up to $5,750,000 if we extend the
period of time to consummate a business combination by up to an additional six months as described in this prospectus; and
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• repayment
of loans which may be made by our sponsors, an affiliate of our sponsors or our officers and directors to finance transaction costs
in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements
been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant
at the option of the lender.
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These payments may be funded using the net proceeds
of this offering, the sale of the private placement warrants and the sponsor loan not held in the trust account or, upon completion
of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection
therewith.
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Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors or our or any of their respective affiliates.
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Audit Committee
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Prior to the effectiveness of this registration statement, we will have established and will maintain an audit committee to, among other things, monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. Please see “Management — Committees of the Board of Directors — Audit Committee” for additional information.
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Conflicts of Interest
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Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities, including Concord I and Concord II, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. These entities, including Concord I and Concord II, may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. If any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she may honor these obligations and duties to present such business combination opportunity to such entities first, including Concord I and Concord II, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. For more information, see the section entitled “Management — Conflicts of Interest.” We do not believe, however, that (aside from Concord I and Concord II) the fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.
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Indemnity
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Our sponsor has agreed that it will be liable to
us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business
with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below: (1) $10.20
per public share; or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of
the trust account due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn
to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account
and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities
under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our
sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether
our sponsor, which is a newly formed entity, has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s
only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked
our sponsor to reserve for such obligations.
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RISKS FACTORS SUMMARY
In making your decision on whether to invest in
our securities, you should take into account the special risks we face as a blank check company, as well as the fact that this offering
is not being conducted in compliance with Rule 419 promulgated under the Securities Act, and, therefore, you will not be entitled
to protections normally afforded to investors in Rule 419 blank check offerings For additional information concerning how Rule 419
blank check offerings differ from this offering, please see “Proposed Business — Comparison of This Offering to Those of
Blank Check Companies Subject to Rule 419.” In addition, our business is subject to numerous risks and uncertainties, including
those highlighted in the section titled “Risk Factors,” that represent challenges that we face in connection with the successful
implementation of our strategy. The occurrence of one or more of the events or circumstances described in the section titled “Risk
Factors,” alone or in combination with other events or circumstances, may adversely affect our ability to effect a business combination,
and may have an adverse effect on our business, cash flows, financial condition and results of operations. Such risks include, but are
not limited to:
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we are a newly formed company with no operating history;
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our ability to continue as a “going concern”;
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delay in receiving distributions from the trust account;
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lack of opportunity to vote on our proposed business combination;
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lack of protections normally afforded to investors of blank check companies;
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deviation from acquisition criteria;
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issuance of additional equity and/or debt securities to complete a business combination, which would dilute the interest of our stockholders;
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third-party claims reducing the per-share redemption price;
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negative rate of interest for securities in which we invest the funds held in the trust account, which could reduce the value of the
assets held in trust such that the per-share redemption amount received by public stockholders may be reduced;
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failure to enforce our sponsor’s indemnification obligations;
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holders of warrants could be limited to exercising warrants only on a “cashless basis” if we do not file and maintain
a current and effective prospectus relating to the common stock issuable upon exercise of the warrants;
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the ability of warrant holders to obtain a favorable judicial forum for disputes with our company;
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ability to successfully effect a business combination and to be successful thereafter, which will be totally dependent upon the efforts
of our key personnel;
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conflicts of interest of our officers and directors in determining whether a particular target business is appropriate for a business
combination;
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the delisting of our securities by the NYSE;
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ability of our stockholders to conduct conversions in connection with our initial business combination pursuant to the tender offer
rules;
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non-comparable performance against other public companies;
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ability to only complete one business combination, causing dependence on a single business which may have a limited number of products
or services;
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our competitors may have advantages over us in seeking business combinations due to our structure;
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ability to obtain additional financing, if required, to complete a business combination or to fund the operations and growth of the
target business;
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our initial stockholders controlling a substantial interest in us and may influence certain actions requiring a stockholder vote;
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immediate and substantial dilution from the purchase of our shares of common stock;
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outstanding warrants could have an adverse effect on the market price of our common stock;
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disadvantageous timing for redeeming unexpired warrants;
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the exercise of registration rights by our security holders may have an adverse effect on the market price of our shares of common
stock;
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the requirement to complete an initial business combination
within 18 months (or up to 24 months, as applicable) may give potential target businesses leverage
over us in negotiating a business combination;
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the impact of the coronavirus (COVID-19) pandemic and the status of debt and equity markets;
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•
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resources spent researching acquisitions that are not consummated;
|
|
|
•
|
there is currently no market for our securities and a market for our securities may not develop;
|
|
|
•
|
changes in laws or regulations, or our failure to comply with any laws and regulations;
|
|
|
•
|
cyber incidents or attacks directed at us, resulting in information theft, data corruption, operational disruption and/or financial
loss; and
|
|
|
•
|
uncertain or adverse U.S. federal income tax consequences.
|
You should carefully consider these and the other
risks set forth in the section entitled “Risk Factors” beginning on page 33 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.
|
|
|
June 30,
2021
|
|
|
|
|
Actual
|
|
|
As Adjusted
|
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
Working capital (deficiency) (1)
|
|
$
|
(207,182
|
)
|
|
$
|
1,925,008
|
|
|
Total assets (2)
|
|
$
|
256,717
|
|
|
$
|
256,925,008
|
|
|
Total liabilities(3)
|
|
$
|
232,190
|
|
|
$
|
36,836,231
|
|
|
Class A common stock subject to possible redemption
(4)
|
|
$
|
-
|
|
|
$
|
255,000,000
|
|
|
Stockholders’ equity (deficit)
|
|
$
|
24,527
|
|
|
$
|
(34,911,223
|
)
|
|
(1)
|
The “as adjusted” calculation includes $1,900,000 of cash held outside the trust account plus $25,008 of cash on hand prior to the closing at June 30, 2021.
|
|
(2)
|
The
“as adjusted” calculation includes $255,000,000 cash held in trust from the proceeds of this offering, the sale of private
placement warrants and the sponsor loan, plus $1,900,000 of cash held outside the trust account plus $25,008 of cash on hand prior
to the closing at June 30, 2021.
|
|
(3)
|
The
“as adjusted” calculation equals $8,750,000 of deferred underwriting commissions plus $23,085,750 of warrant liability,
$5,000,000 of loans from sponsors and other liabilities of $481, assuming the over-allotment option is not exercised. This amount
does not include any warrant liabilities related to the sponsor loan, which are not considered material.
|
|
(4)
|
The “as adjusted” calculation equals the value of shares subject to possible redemption.
|
RISK
FACTORS
An investment in our securities involves a
high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in
this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition
and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you
could lose all or part of your investment.
RISKS RELATING TO OUR SEARCH FOR, AND CONSUMMATION
OF OR INABILITY TO CONSUMMATE, A BUSINESS COMBINATION
Our public stockholders may not be afforded an opportunity to
vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority
of our public stockholders do not support such a combination.
We may not hold a stockholder vote to approve our
initial business combination unless the business combination would require stockholder approval under applicable law or stock exchange
listing requirements or if we decide to hold a stockholder vote for business or other reasons. For instance, the NYSE rules currently
allow us to engage in a tender offer in lieu of a stockholder meeting but would still require us to obtain stockholder approval if we
were seeking to issue more than 20% of our outstanding shares to a target business as consideration in any business combination. Therefore,
if we were structuring a business combination that required us to issue more than 20% of our outstanding shares, we would seek stockholder
approval of such business combination. However, except as required by applicable law or stock exchange rules, the decision as to whether
we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender
offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction.
Accordingly, we may consummate our initial business combination even if holders of a majority of our outstanding public shares do not
approve of the business combination we consummate. Please see “Proposed Business — Stockholders May Not Have the Ability
to Approve Our Initial Business Combination” for additional information.
Your only opportunity to affect the investment decision regarding
a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek
stockholder approval of such business combination.
At the time of your investment in us, you will
not be provided with an opportunity to evaluate the specific merits or risks of any target businesses. Additionally, since our board of
directors may complete a business combination without seeking stockholder approval, public stockholders may not have the right or opportunity
to vote on the business combination. Accordingly, if we do not seek stockholder approval, your only opportunity to affect the investment
decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which
will be at least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our
initial business combination.
If we seek stockholder approval of our initial business combination,
our sponsors, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public stockholders
vote.
Our initial stockholders, officers and directors
have agreed (and their permitted transferees will agree) to vote any founder shares, private placement shares and any public shares held
by them in favor of our initial business combination. As a result, in addition to our initial stockholders’ founder shares, we would
need 9,375,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or an
additional 1,562,501, or 6.3% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option
is not exercised), of the 25,000,000 public shares sold in this offering to be voted in favor of a transaction, in order to have such
initial business combination approved. We expect that our initial stockholders and their permitted transferees will own at least 20.0%
of our outstanding shares of common stock at the time of any such stockholder vote. Accordingly, if we seek stockholder approval of our
initial business combination, it is more likely that the necessary stockholder approval will be received than would be the case if our
initial stockholders and their permitted transferees agreed to vote their founder shares and private placement shares in accordance with
the majority of the votes cast by our public stockholders.
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 a business combination with a target.
We may seek to enter into a business combination
transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount
of cash. If too many public stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as
a result, would not be able to proceed with the business combination. The amount of the deferred underwriting commissions payable to
the underwriters will not be adjusted for any shares that are redeemed in connection with a business combination and such amount of deferred
underwriting discount is not available for us to use as consideration in an initial business combination. Furthermore, in no event will
we redeem our public shares in an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions,
to be less than $5,000,001 following such redemptions, or any greater net tangible asset or cash requirement which may be contained in
the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would
cause our net tangible assets to be less than $5,000,001 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 (including, potentially, with the same target). Prospective targets will be aware of these risks and, thus, may be reluctant
to enter into a business combination transaction with us. If we are able to consummate an initial business combination, the per-share value
of shares held by non-redeeming stockholders will reflect our obligation to pay the deferred underwriting commissions.
The ability of our public stockholders to exercise redemption
rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our
capital structure.
At the time we enter into an agreement for
our initial business combination, we will not know how many stockholders may exercise their redemption rights and, therefore, we will
need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our
initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price or requires
us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements
or arrange for third-party financing. In addition, if a larger number of shares is submitted for redemption than we initially expected,
we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third-party financing.
Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable
levels. In addition, the amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares
that are redeemed in connection with an initial business combination. The per share amount we will distribute to stockholders who properly
exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held
in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. The above considerations may limit
our ability to complete the most desirable business combination available to us or optimize our capital structure.
The ability of our public stockholders to exercise redemption
rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful
and that you would have to wait for liquidation in order to redeem your stock.
If our initial business combination agreement requires
us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing,
the probability that our initial business combination would be unsuccessful increases. If our initial business combination is unsuccessful,
you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate
liquidity, you could attempt to sell your stock in the open market; however, at such time our stock may trade at a discount to the pro
rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit
of funds expected in connection with our redemption until we liquidate or you are able to sell your stock in the open market.
The requirement that we complete our initial business combination
within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit
the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution
deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders.
Any potential target business with which
we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination
within 18 months (or up to 24 months, as applicable) from the closing of this offering. Consequently, such target business may
obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination
with that particular target business, we may be unable to complete our initial business combination with any target business. This
risk will increase as we get closer to the end of the timeframe described above. In addition, we may have limited time to conduct
due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive
investigation.
Our sponsor has the right to extend the term we have to consummate
our initial business combination, without providing our stockholders with redemption rights.
We will have until 18 months from the closing of this offering to consummate our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 18 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 24 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. Our stockholders will not be entitled to vote or redeem their shares in connection with any such extension. In order for the time available for us to consummate our initial business combination to be extended for any such three-month period, our sponsor or its affiliates or designees must deposit into the trust account $2,500,000, or $2,875,000 if the underwriters' over-allotment option is exercised in full (or $0.10 per unit sold in this offering in either case, up to an aggregate of $5,000,000, or $5,750,000 if the underwriters' over-allotment option is exercised in full), on or prior to the date of the applicable deadline, for each three-month extension.
Any such payment would be made in the form
of a non-interest bearing loan in substantially the same form as the sponsor loan and would be repaid, if at all, from funds
released to us upon completion of our initial business combination. Any such extension loan may be converted into warrants at the
price of $1.00 per warrant at the option of the lender at or prior to the time of the business combination. The warrants would be
identical to the private placement warrants issued to our sponsors. The obligation to repay any such loan may reduce the amount
available to us to pay as purchase price in our initial business combination, and/or may reduce the amount of funds available to the
combined company following the initial business combination. This feature is different than the traditional special purpose
acquisition company structure, in which any extension of the company’s period to complete a business combination requires a
vote of the company’s shareholders and shareholders have the right to redeem their public shares in connection with such vote,
and which do not provide the sponsor with the right to loan funds to the company to fund extension payments.
Our sponsor may decide not to extend
the term we have to consummate our initial business combination, in which case we would cease all operations except for the purpose of
winding up and we would redeem our public shares and liquidate, and the warrants will be worthless.
We will have until 18 months from the
closing of this offering to consummate our initial business combination. However, as described above, if we anticipate that we may
not be able to consummate our initial business combination within 18 months, we may, by resolution of our board if requested by
our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for
a total of up to 24 months to complete a business combination), subject to the sponsor depositing additional funds into the
trust account as set out above. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend
the time for us to complete our initial business combination. If we are unable to consummate our initial business combination within
the applicable time period, we will, as promptly as reasonably possible but not more than five business days thereafter, redeem the
public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in
each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In
such event, the warrants will be worthless.
We may not be able to complete our initial
business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding
up and we would redeem our public shares and liquidate, in which case our public stockholders may receive only $10.20 per share, or less
than such amount in certain circumstances, and our warrants will expire worthless.
Our sponsors, officers and directors have
agreed that we must complete our initial business combination within 18 months (or up to 24 months, as applicable) from the closing
of this offering. We may not be able to find a suitable target business and complete our initial business combination within such
time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions,
volatility in the capital and debt markets and the other risks described herein. For example, the outbreak of COVID-19 continues to
grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it
could limit our ability to complete our initial business combination, including as a result of increased market volatility,
decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. 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 services providers are unavailable to
negotiate and consummate a transaction in a timely manner. Additionally, the outbreak of COVID-19 may negatively impact businesses
we may seek to acquire. It may also have the effect of heightening many of the other risks described in this “Risk
Factors” section, such as those related to the market for our securities and cross-border transactions.
If we have not completed our initial business
combination within such time period or during any Extension Period, we will: (1) cease all operations except for the purpose of
winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on
the funds held in the trust account (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. In such case, our public stockholders may receive only $10.20 per share, or less than $10.20 per share, on the redemption of their
shares, and our warrants will expire worthless. Please see “— If third parties bring claims against us, the proceeds held
in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.20 per share”
and other risk factors herein.
Our search for a business combination, and any target business
with which we ultimately consummate a business combination, may be materially adversely affected by the recent coronavirus (COVID-19)
outbreak and other events and the status of debt and equity markets.
In December 2019,
a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and
other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of
the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health
and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community
in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”.
The COVID-19 outbreak has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak
of other infectious diseases) that could adversely affect, the economies and financial markets worldwide, and the business of any potential
target business with which we seek to consummate, or consummate, a business combination could be materially and adversely affected. Furthermore,
we may be unable to complete a business combination if continued concerns relating to COVID-19 continues to restrict travel, limit the
ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable
to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination
will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning
the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or
other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) continue for an extensive
period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate
a business combination, may be materially adversely affected.
In addition, our ability
to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other
events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), including as a result of
increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all.
Finally, the outbreak of COVID-19 may also have
the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market
for our securities and cross-border transactions.
As the number of special purpose acquisition
companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets.
This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate
an initial business combination.
In recent years, the number
of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose
acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition
companies seeking targets for their initial business combination, as well as many such companies currently in registration. As a result,
at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify a suitable
target and to consummate an initial business combination.
In addition, because there
are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition
for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved
financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical
tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination.
This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination,
and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.
Changes in the market for directors
and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business
combination.
In recent months, the
market for directors and officers liability insurance for special purpose acquisition companies has changed. The premiums charged for
such policies have generally increased and the terms of such policies have generally become less favorable. There can be no assurance
that these trends will not continue.
The increased cost and
decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate
an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming
a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However,
any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s
ability to attract and retain qualified officers and directors.
In addition, even after we were to complete an
initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct
alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business
combination entity will likely need to purchase additional insurance with respect to any such claims (“run-off insurance”).
The need for run-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate
our ability to consummate an initial business combination on terms favorable to our investors.
We may issue our shares to investors in connection with our initial
business combination at a price which is less than the prevailing market price of our shares at that time.
In connection with our initial business combination,
we may issue shares to investors in private placement transactions (so-called PIPE transactions) at a price of $10.00 per share or which
approximates the per-share amounts in our trust account at such time, which is generally approximately $10.20. A purpose of such issuances
may be to enable us to provide sufficient liquidity to the post-business combination entity. The price of the shares we issue may therefore
be less, and potentially significantly less, than the market price for our shares at such time.
If we seek stockholder approval of our initial business combination,
our sponsors, directors, officers, advisors or any of their respective affiliates may enter into certain transactions, including purchasing
shares or warrants from the public, which may influence the outcome of our proposed business combination and reduce the public “float”
of our securities.
If we seek stockholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our sponsors, directors, officers, advisors or any of their respective affiliates may purchase public shares or public warrants
or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of our
initial business combination, although they are under no obligation or other duty to do so. Such a purchase may include a contractual
acknowledgement that such public 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 sponsors, directors, officers, advisors or any of their
respective affiliates purchase public shares in privately negotiated transactions from public stockholders who have already elected to
exercise their redemption rights, such selling public stockholders would be required to revoke their prior elections to redeem their shares.
The price per share paid in any such transaction may be different than the amount per share a public stockholder would receive if it elected
to redeem its shares in connection with our initial business combination. Additionally, at any time at or prior to our initial business
combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsors, directors,
officers, advisors or any of their affiliates may enter into transactions with investors and others to provide them with incentives to
acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However,
such persons have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions
for any such transactions. Please see “Proposed Business — Permitted purchases and other transactions with respect to our
securities” for a description of how such persons will determine from which stockholders to enter into transactions with. The purpose
of any such transaction could be to (1) vote such shares in favor of the initial business combination and thereby increase the likelihood
of obtaining stockholder approval of the initial business combination, (2) reduce the number of public warrants outstanding or to
vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or
(3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of
cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such transactions
may result in the completion of our initial business combination that may not otherwise have been possible.
In addition, if such purchases are made, the public
“float” of our Class A common stock or warrants and the number of beneficial holders of our securities may be reduced,
possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
Because of our limited resources and the significant competition
for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable
to complete our initial business combination, our public stockholders may receive only approximately $10.20 per share, or less in certain
circumstances, on our redemption of their stock, and our warrants will expire worthless.
We expect to encounter intense competition
from other entities having a business objective similar to ours, including private investors (which may be individuals or investment
partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend
to acquire, including Concord I and Concord II. Many of these individuals and entities are well-established and have extensive experience
in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries.
Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial
resources will be relatively limited when contrasted with those of many of these competitors. While we believe there will be numerous
target businesses we could potentially acquire with the net proceeds of this offering, the sale of the private placement warrants and
the sponsor loan, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited
by our available financial resources. Our sponsors or any of its affiliates may make additional investments in us, although our sponsors
and its affiliates have no obligation or other duty to do so. This inherent competitive limitation gives others an advantage in pursuing
the acquisition of certain target businesses. Furthermore, our obligation to pay cash in connection with our public stockholders who
exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants,
and the future dilution they potentially represent, may not be viewed favorably by target businesses. Any of these factors may place
us at a competitive disadvantage in successfully negotiating and completing an initial business combination. If we are unable to complete
our initial business combination, our public stockholders may receive only approximately $10.20 per share, or less in certain circumstances,
on the liquidation of our trust account and our warrants will expire worthless. Please see “— If third parties bring claims
against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may
be less than $10.20 per share” and other risk factors herein.
If the net proceeds of this offering, the sale of the private
placement warrants and the sponsor loan not being held in the trust account are insufficient, it could limit the amount available to
fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from our
sponsor or management team to fund our search, to pay our taxes and to complete our initial business combination. If we are unable to
obtain such loans, we may be unable to complete our initial business combination.
Of the net proceeds of this offering, the sale
of the private placement warrants and the sponsor loan, only approximately $1,900,000 will be available to us initially outside the trust
account to fund our working capital requirements. In the event that our offering expenses exceed our estimate of $600,000, we may fund
such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust
account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $600,000,
the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. If we are required to seek
additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced
to liquidate. Neither our sponsor, members of our management team nor any of their respective affiliates is under any obligation or other
duty to loan funds to, or invest in, us in such circumstances. Any such loans may be repaid only from funds held outside the trust account
or from funds released to us upon completion of our initial business combination. If we are unable to complete our initial business combination
because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In such
case, our public stockholders may receive only $10.20 per share, or less in certain circumstances, and our warrants will expire worthless.
Please see “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share
redemption amount received by stockholders may be less than $10.20 per share” and other risk factors herein.
If third parties bring claims against us, the proceeds held
in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.20 per share.
Our placing of funds in the trust account may
not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than
our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute
agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit
of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented
from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility
or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with
respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement
waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to
it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s
engagement would be significantly more beneficial to us than any alternative. Making such a request of potential target businesses may
make our acquisition proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver,
it may limit the field of potential target businesses that we might pursue. Examples of possible instances where we may engage a third
party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed
by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are
unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive
any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will
not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not completed our initial
business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business
combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within
the 10 years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the
$10.20 per share initially held in the trust account, due to claims of such creditors.
Our sponsor has agreed that it will be liable
to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business
with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below: (1) $10.20
per public share; or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the
trust account due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to
pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and
except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under
the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will
not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor,
which is a newly formed entity, has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets
are securities of our company. Our sponsor may not have sufficient funds available to satisfy those obligations. We have not asked our
sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result,
if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions
could be reduced to less than $10.20 per public share. In such event, we may not be able to complete our initial business combination,
and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors
will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Our independent directors may decide not to enforce the indemnification
obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public
stockholders.
In the event that the proceeds in the trust
account are reduced below the lesser of: (1) $10.20 per public share; or (2) such lesser amount per public share held in the
trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case
net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations
or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take
legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors
would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent
directors in exercising their business judgment may choose not to do so in certain instances. For example, the cost of such legal action
may be deemed by the independent directors to be too high relative to the amount recoverable or the independent directors may determine
that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount
of funds in the trust account available for distribution to our public stockholders may be reduced below$10.20 per share.
If, after we distribute the proceeds in the trust account to
our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed,
a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their
fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.
If, after we distribute the proceeds in the trust
account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not
dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either
a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover
some or all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty
to our creditors and/or having acted in bad faith by paying public stockholders from the trust account prior to addressing the claims
of creditors, thereby exposing itself and us to claims of punitive damages.
If, before distributing the proceeds in the trust account to
our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed,
the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise
be received by our stockholders in connection with our liquidation may be reduced.
If, before distributing the proceeds in the trust
account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not
dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy
estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims
deplete the trust account, the per-share amount that would otherwise be received by our public stockholders in connection with our liquidation
would be reduced.
If we are deemed to be an investment company under the Investment
Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it
difficult for us to complete our initial business combination.
If we are deemed to be an investment company under
the Investment Company Act, our activities may be restricted, including:
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restrictions on the nature of our investments; and
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restrictions on the issuance of securities;
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each of which may make it difficult for us to complete our initial business combination.
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In addition, we may have imposed upon us burdensome requirements, including:
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registration as an investment company with the SEC;
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adoption of a specific form of corporate structure; and
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reporting, record keeping, voting, proxy and disclosure requirements and compliance with other rules and regulations that we
are currently not subject to.
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In order not to be regulated as an investment company
under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other
than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or
trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and
cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate
the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit
from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.
Recently, a purported shareholder of
certain special purpose acquisition companies initiated derivative lawsuits asserting that such special purpose acquisition
companies are investment companies under the Investment Company Act, because proceeds from their initial public offerings are
invested in short-term United States government securities and qualifying money market funds. Under the provision of the Investment
Company Act relied upon in the lawsuits, an investment company is defined as a company that is, or holds itself out as being,
engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities. Consistent
with longstanding interpretations of the Investment Company Act, and its plain statutory text, any company that temporarily holds
short-term United States government securities and qualifying money market funds, while engaging in its primary business of seeking
a business combination with one or more operating companies, is not an investment company under the Investment Company Act. We do
not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held
in the trust account may only be invested in United States “government securities” within the meaning of
Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain
conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury
obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting
the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for
the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to
avoid being deemed an “investment company” within the meaning of the Investment Company Act. This offering is not
intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is
intended as a holding place for funds pending the earliest to occur of: (i) the completion of our primary business objective,
which is a business combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder
vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to
allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we do not complete
our initial business combination within 18 months (or up to 24 months, as applicable) 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) absent a business combination, our return of the funds held in the trust account to our public stockholders as part
of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the
Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory
burdens would require additional expenses for which we have not allotted funds and may hinder our ability to consummate our initial
business combination. If we are unable to complete our initial business combination, our public stockholders may receive only
approximately $10.20 per share on the liquidation of our trust account and our warrants will expire worthless. In certain
circumstances, our public stockholders may receive less than $10.20 per share on the redemption of their shares. Please see
“— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share
redemption amount received by stockholders may be less than $10.20 per share” and other risk factors herein.
Changes in laws or regulations, or a failure to comply with any
laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination,
and results of operations.
We are subject to laws and regulations enacted
by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements.
Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations
and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our
business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted
and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business
combination, and results of operations.
If the funds not being held in the trust account are
insufficient to allow us to operate for at least 18 months (or up to 24 months, as applicable) following the closing of this
offering, 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 18 months (or up to 24 months, as applicable) following the
closing of this offering, assuming that our initial business combination is not completed during that time. We expect to incur
significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital through this
offering and potential loans from certain of our affiliates are discussed in the section of this prospectus titled
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” However, our affiliates
are not obligated to make loans to us in the future, and we may not be able to raise additional financing from unaffiliated parties
necessary to fund our expenses. Any such event in the future may negatively impact the analysis regarding our ability to continue as
a going concern at such time.
We believe that, upon the closing of this
offering, the funds available to us outside of the trust account will be sufficient to allow us to operate for at least 18 months
(or up to 24 months, as applicable) following the closing of this offering; however, we cannot assure you that our estimate is
accurate. Of the funds available to us, we could use a portion of the funds available to us to pay commitment fees for financing,
fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop”
provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping”
around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a
particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement
where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds
(whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due
diligence with respect to, a prospective target business. If we are unable to complete our initial business combination, our public
stockholders may receive only approximately $10.20 per share, or less in certain circumstances, on the liquidation of our trust
account and our warrants will expire worthless. Please see “— If third parties bring claims against us, the proceeds
held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.20 per
share” and other risk factors herein.
Our stockholders may be held liable for claims by third parties
against us to the extent of distributions received by them upon redemption of their shares.
Under
the Delaware General Corporation Law, or the DGCL, stockholders may be held liable for claims by third parties against a corporation to
the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders
upon the redemption of our public shares in the event we do not complete our initial business combination within the required time period
may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280
of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which
any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought,
and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders
with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount
distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However,
it is our intention to redeem our public shares as soon as reasonably possible following the 24th
month from the closing of this offering (or the end of any Extension Period) in the event we do not complete our initial business combination
and, therefore, we do not intend to comply with the foregoing procedures.
Because we do not intend to comply with Section 280,
Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment
of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution.
However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective
target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, consultants, etc.)
or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders
with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount
distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution.
We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could
potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders
may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our public
stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within the required
time period is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful,
then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful
redemption distribution, instead of three years, as in the case of a liquidating distribution.
We may not hold an annual meeting of stockholders until after
we consummate our initial business combination and you will not be entitled to any of the corporate protections provided by such a meeting.
We may not hold an annual meeting of stockholders
until after we consummate our initial business combination (unless required by the NYSE) and thus may not be in compliance with Section 211(b) of
the DGCL, which requires an annual meeting of stockholders be held for the purposes of electing directors in accordance with a company’s
bylaws unless such election is made by written consent in lieu of such a meeting. Therefore, if our stockholders want us to hold an annual
meeting prior to our consummation of our initial business combination, they may attempt to force us to hold one by submitting an application
to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL. Until we hold an annual meeting of stockholders,
public stockholders may not be afforded the opportunity to discuss company affairs with management. In addition, prior to our business
combination (a) as holders of our Class A common stock, our public stockholders will not have the right to vote on the appointment
of our directors and (b) holders of a majority of the outstanding shares of our Class B common stock may remove a member of
our board of directors for any reason.
Because we are neither limited to evaluating target businesses
in a particular industry, sector or geographic area nor have we selected any specific target businesses with which to pursue our initial
business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
We may seek to complete a business combination
with an operating company in any industry, sector or geographic area. However, we will not, under our amended and restated certificate
of incorporation, be permitted to effectuate our initial business combination solely with another blank check company or similar company
with nominal operations. Because we have not yet selected or approached any specific target business with respect to a business combination,
there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations,
cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected
by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business
or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations
of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent
in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or
that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us
with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that
an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were
available, in a business combination target. Accordingly, any stockholders or warrant holders who choose to remain a stockholder or warrant
holder following our initial business combination could suffer a reduction in the value of their securities. Such stockholders or warrant
holders are unlikely to have a remedy for such reduction in value.
We may seek acquisition opportunities in acquisition targets
that may be outside of our management’s areas of expertise.
Although we expect to focus our search for a target
business in the financial services and financial technology industries, we will consider a business combination outside of our management’s
areas of expertise if such business combination candidate is presented to us and we determine that such candidate offers an attractive
acquisition opportunity for our company. In the event we elect to pursue an acquisition outside of the areas of our management’s
expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained
in this prospectus regarding the areas of our management’s expertise would not be relevant to an understanding of the business that
we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors
relevant to such acquisition. Accordingly, any stockholders or warrant holders who choose to remain a stockholder or warrant holder following
our initial business combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely
to have a remedy for such reduction in value.
Although we have identified general criteria and guidelines that
we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target
that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination
may not have attributes entirely consistent with our general criteria and guidelines.
Although we have identified general criteria
and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial
business combination will not have all of these positive attributes. If we complete our initial business combination with a target that
does not meet some or all of these criteria and guidelines, such combination may not be as successful as a combination with a business
that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target
that does not meet our general criteria and guidelines, a greater number of 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 $10.20 per share, or less in certain circumstances,
on the liquidation of our trust account and our warrants will expire worthless.
We are not required to obtain an opinion from an independent
investment banking firm or from an independent accounting firm regarding fairness. Consequently, you may have no assurance from an independent
source that the price we are paying for the business is fair to our company from a financial point of view.
Unless we complete our initial business combination
with a business that is affiliated with our sponsor, officers or directors, we are not required to obtain an opinion from an independent
investment banking firm that is a member of FINRA or from an independent accounting firm that the price we are paying is fair to our company
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 completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.
If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.20 per share,
or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
We anticipate that the investigation of each
specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments
will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not
to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not
be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business
combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs
incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are
unable to complete our initial business combination, our public stockholders may receive only approximately $10.20 per share, or less
in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. Please see “— If
third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received
by stockholders may be less than $10.20 per share” and other risk factors herein.
We may engage in a business combination with one or more target
businesses that have relationships with entities that may be affiliated with our sponsors, officers or directors which may raise potential
conflicts of interest.
In light of the involvement of our sponsors, officers
and directors with other businesses, we may decide to acquire one or more businesses affiliated with or competitive with our sponsors,
officers and directors, and their respective affiliates. Our directors also serve as officers and/or board members for other entities,
including, without limitation, those described under “Management — Conflicts of Interest.” Such entities, including
Concord I and Concord II, may compete with us for business combination opportunities. Our sponsors, officers and directors are not currently
aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated,
and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not
be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined
that such affiliated entity met our criteria for a business combination as set forth in “Proposed Business — Selection of
a target business and structuring of our initial business combination” and such transaction was approved by a majority of our independent
and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm that is a member of
FINRA or from an independent accounting firm, regarding the fairness to our company from a financial point of view of a business combination
with one or more domestic or international businesses affiliated with our sponsor, officers or directors, potential conflicts of interest
still may exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as they
would be absent any conflicts of interest.
Moreover, we may, at our option, pursue an affiliated
joint acquisition opportunity with our sponsors or their respective affiliates or with other entities to which an officer or director
has a fiduciary, contractual or other obligation or duty. Any such parties may co-invest with us in the target business at the time of
our initial business combination, or we could raise additional proceeds to complete the acquisition by making a future issuance of securities
to any such parties, which may give rise to certain conflicts of interest.
Our initial stockholders paid an aggregate of $25,000 for
the founder shares, or approximately $0.003 per founder share. As a result of this low initial price, our initial stockholders stand
to make a substantial profit even if an initial business combination subsequently declines in value or is unprofitable for our public
stockholders.
As a result of the low acquisition cost of
our founder shares, our initial stockholders could make a substantial profit even if we select and consummate an initial business combination
with an acquisition target that subsequently declines in value or is unprofitable for our public stockholders. Thus, our sponsors, directors
and officers may have more of an economic incentive for us to enter into an initial business combination with a riskier, weaker-performing
or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if our initial
stockholders had paid the full offering price for their founder shares.
Since our initial stockholders will lose their entire investment
in us if our initial business combination is not completed (other than with respect to any public shares they may hold), a conflict of
interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
On March 1, 2021, our sponsor
purchased an aggregate of 7,187,500 founder shares for a capital contribution of $25,000. On March 25, 2021, our sponsor sold
1,437,500 founder shares to CA2 Co-Investment and 25,000 to each of our independent director nominees, in each case at the original
price per share. On May 6, 2021, CA2 Co-Investment sold 956,439 shares back to our sponsor at the original purchase price,
resulting in our sponsor holding 6,631,439 founder shares and CA2 Co-Investment holding 481,061 founder shares. The number of
founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares
of common stock upon the completion of this offering (not including the shares of Class A common stock underlying the private
placement warrants). If we increase or decrease the size of this offering, we will effect a stock dividend or share contribution
back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to
the consummation of this offering in such amount as to maintain the number of founder shares at 20% of the outstanding shares of our
common stock upon the consummation of this offering (not including the shares of Class A common stock underlying the private
placement warrants).
Our initial stockholders have waived their
rights to redeem the founder shares or to receive distributions from the trust account with respect to the founder shares upon our liquidation
if we are unable to complete a business combination. Accordingly, the founder shares will be worthless if we do not complete an initial
business combination. Our initial stockholders acquired the founder shares for approximately $0.003 per share and we are offering units
at a price of $10.00 per unit in this offering; as a result, our initial stockholders could make a substantial profit after our initial
business combination even if public stockholders experience substantial losses and, accordingly, may have a conflict of interest in determining
whether a particular target business is an appropriate business with which to effectuate our initial business combination.
In addition, our sponsors have committed to
purchase an aggregate of 7,500,000 (or 8,250,000 if the underwriters’ over-allotment option is exercised in full) private placement
warrants at a price of $1.00 per warrant, for an aggregate purchase price of $7,500,000 (or $8,250,000 if the underwriters’ over-allotment
option is exercised in full), that will also be worthless if we do not complete our initial business combination. In addition, if
we do not complete an initial business combination, we will not repay the sponsor loan from amounts held in the trust account, and we
would most likely not have other available funds to repay the sponsor loan.
The personal and financial interests of our officers
and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business
combination and influencing the operation of the business following the initial business combination. This risk may become more acute
as the deadline for completing our initial business combination nears.
We may issue notes or other debt securities, or otherwise incur
substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively
impact the value of our stockholders’ investment in us.
Although we have no commitments as of the date
of this prospectus to issue any notes or other debt securities (other than the sponsor loan), or to otherwise incur outstanding debt
following this offering, we may choose to incur substantial debt to complete our initial business combination. We have agreed that we
will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in
or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption from
the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:
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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our
debt obligations;
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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach
certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing
while the debt is outstanding;
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our inability to pay dividends on our 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 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, the sale of the private placement warrants and the sponsor loan, 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 materially negatively
impact our operations and profitability.
The proceeds from this offering, the sale of
the private placement warrants and the sponsor loan will provide us with $256,900,000 assuming no redemptions (or $295,150,000 assuming
no redemptions if the underwriters’ over-allotment option is exercised in full), that we may use to complete our initial business
combination (which includes $8,750,000, or up to $10,062,500 if the over-allotment option is exercised in full, for the payment of the
deferred underwriting commissions), after estimated offering expenses of $600,000 (and prior to any post-IPO working capital expenses).
We may effectuate our initial business combination
with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able
to effectuate our initial business combination with more than one target business because of various factors, including the existence
of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating
results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial
business combination with only a single entity our lack of diversification may subject us to numerous economic, competitive and regulatory
risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses,
unlike other entities which may have the resources to complete several business combinations in different industries or different areas
of a single industry. Accordingly, the prospects for our success may be:
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solely dependent upon the performance of a single business, property or asset; or
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dependent upon the development or market acceptance of a single or limited number of products, processes or services.
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This lack of diversification may subject
us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular
industry in which we may operate subsequent to our initial business combination.
We may attempt to simultaneously complete business combinations
with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased
costs and risks that could negatively impact our operations and profitability.
If we determine to simultaneously acquire several
businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent
on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete
our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens
and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional
risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating
business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.
We may attempt to complete our initial business combination with
a private company about which little information is available, which may result in a business combination with a company that is not as
profitable as we suspected, if at all.
In pursuing our acquisition strategy,
we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists
about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on
the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected,
if at all.
We may seek acquisition opportunities with an early stage company,
a financially unstable business or an entity lacking an established record of revenue or earnings, which could subject us to volatile
revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel.
To the extent we complete our initial
business combination with an early stage company, a financially unstable business or an entity lacking an established record of sales
or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include
investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense
competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the
risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors.
Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those
risks will adversely impact a target business.
We do not have a specified maximum redemption threshold. The
absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial
majority of our stockholders do not agree.
Our amended and restated certificate
of incorporation will not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares
in an amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001
following such redemptions, or any greater net tangible asset or cash requirement which may be contained in the agreement relating to
our initial business combination. As a result, we may be able to complete our initial business combination even though a substantial
majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval
of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the
tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsors, officers, directors, advisors
or any of their respective affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of common
stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed
business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any
shares, all shares of common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an
alternate business combination (including, potentially, with the same target).
In order to effectuate an initial business combination, blank
check companies have, in the recent past, amended various provisions of their charters and modified governing instruments, including their
warrant agreements. We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation or governing
instruments, including our warrant agreement, in a manner that will make it easier for us to complete our initial business combination
that some of our stockholders or warrant holders may not support.
In order to effectuate an initial business
combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments,
including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased
redemption thresholds, extended the time to consummate an initial business combination and, with respect to their warrants, amended their
warrant agreements to require the warrants to be exchanged for cash and/or other securities. We cannot assure you that we will not seek
to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate
our initial business combination. To the extent any such amendment would be deemed to fundamentally change the nature of any of the securities
offered through the registration statement of which this prospectus forms a part, we would register, or seek an exemption from registration
for, the affected securities.
Certain provisions of our amended and restated certificate of
incorporation that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release
of funds from our trust account) may be amended with the approval of holders of at least 65% of our outstanding common stock, which is
a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and
restated certificate of incorporation and the trust agreement to facilitate the completion of an initial business combination that some
of our stockholders may not support.
Some other blank check companies have a provision
in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-business
combination activity, without approval by holders of a certain percentage of the company’s stockholders. In those companies, amendment
of these provisions typically requires approval by holders holding between 90% and 100% of the company’s public shares. Our amended
and restated certificate of incorporation will provide that any of its provisions (other than amendments relating to the appointment
or removal of directors prior to our initial business combination, which require the approval by holders of a majority of at least 90%
of the outstanding shares of our common stock voting at a stockholder meeting) related to pre-business combination activity (including
the requirement to deposit proceeds of this offering, the sale of the private placement warrants and the sponsor loan into the trust
account and not release such amounts except in specified circumstances and to provide redemption rights to public stockholders as described
herein) may be amended if approved by holders of at least 65% of our outstanding common stock, and corresponding provisions of the trust
agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65% of our outstanding
common stock. Unless specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable law or
stock exchange rules, the affirmative vote of a majority of the outstanding shares of our common stock that are voted is required to
approve any such matter voted on by our stockholders, and, prior to our initial business combination, the affirmative vote of holders
of a majority of the outstanding shares of our Class B common stock is required to approve the election or removal of directors.
We may not issue additional securities that can vote pursuant to our amended and restated certificate of incorporation on any initial
business combination or any amendments to our amended and restated certificate of incorporation. Our initial stockholders, who will beneficially
own 20.0% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), may participate
in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote
in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation
which will govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our
ability to complete our initial business combination with which you do not agree.
Our sponsors, officers and
directors have agreed, pursuant to a written agreement, that they will not propose any amendment to our amended and restated
certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with
our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination
within 18 months (or up to 24 months, as applicable) from the closing of this offering or (B) with respect to any other
provision relating to stockholders’ rights or pre-initial business combination activity, unless we provide our public
stockholders with the opportunity to redeem their shares of Class A 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 (which
interest shall be net of taxes payable), divided by the number of then outstanding public shares. These agreements are contained in
a letter agreement that we have entered into with our sponsors, officers and directors. Our public stockholders are not parties to,
or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our
sponsors, officers or directors for any breach of these agreements. As a result, in the event of a breach, our public stockholders
would need to pursue a stockholder derivative action, subject to applicable law.
We may be unable to obtain additional financing to complete our
initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon
a particular business combination.
Although we believe that the net proceeds
of this offering, the sale of the private placement warrants and the sponsor loan will be sufficient to allow us to complete our initial
business combination, because we have not yet selected any target business we cannot ascertain the capital requirements for any particular
transaction. If the net proceeds of this offering, the sale of the private placement warrants and the sponsor loan prove to be insufficient,
either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business,
the obligation to redeem for cash a significant number of shares from 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. We cannot assure you that such financing
will be available on acceptable terms, if at all. None of our sponsors or their affiliates are obligated to provide, or seek, any such
financing or, except as expressly set forth herein, to provide any other services to us. To the extent that additional financing proves
to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction
or abandon that particular business combination and seek an alternative target business candidate. In addition, even if we do not need
additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of
the target business. The failure to secure additional financing could have a material adverse effect on the continued development or
growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us in connection
with or after our initial business combination. If we are unable to complete our initial business combination, our public stockholders
may receive only approximately $10.20 per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants
will expire worthless.
Our initial stockholders will control the election of our board
of directors until consummation of our initial business combination and will hold a substantial interest in us. As a result, they will
elect all of our directors prior to our initial business combination and may exert a substantial influence on actions requiring a stockholder
vote, potentially in a manner that you do not support.
Upon the closing of this offering, our initial
stockholders will own 20.0% of our outstanding common stock (assuming they do not purchase any units in this offering). In addition, prior
to our initial business combination, holders of our Class B common stock will have the right to appoint all of our directors and
may remove members of our board of directors for any reason. Holders of our public shares will have no right to vote on the election of
directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended by holders of
a majority of at least 90% of the outstanding shares of our common stock voting at a stockholder meeting. As a result, you will not have
any influence over the election of directors prior to our initial business combination.
Neither our initial stockholders nor,
to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed
in this prospectus. Factors that would be considered in making such additional purchases would include consideration of the current trading
price of our Class A common stock. In addition, as a result of their substantial ownership in our company, our initial stockholders
may exert a substantial influence on other actions requiring a stockholder vote, potentially in a manner that you do not support, including
amendments to our amended and restated certificate of incorporation and approval of major corporate transactions. If our initial stockholders
purchase any additional shares of common stock in the aftermarket or in privately negotiated transactions, this would increase their influence
over these actions. Accordingly, our initial stockholders will exert significant influence over actions requiring a stockholder vote.
Please see “Proposed Business — Permitted purchases and other transactions with respect to our securities.”
Because we must furnish our stockholders with target business
financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective
target businesses.
The federal proxy rules require
that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical
and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection
with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required
to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP,
or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances
and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting
Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we
may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements
in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.
Compliance obligations under the Sarbanes-Oxley Act may make
it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase
the time and costs of completing an acquisition.
Section 404 of the Sarbanes-Oxley Act requires
that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending
December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify
as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement
on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of
the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek
to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy
of its internal controls.
The development of the internal control
of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
RISKS RELATING TO THE POST-BUSINESS COMBINATION
COMPANY
Subsequent to our completion of our initial business combination,
we may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant
negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some
or all of your investment.
Even if we conduct extensive due diligence on a
target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present
with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence,
or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be
forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in
our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known
risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and
not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions
about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be
subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing.
Accordingly, any stockholders or warrant holders who choose to remain a stockholder or warrant holder following our initial business combination
could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such
reduction in value.
We may have a limited ability to assess the management of a prospective
target business and, as a result, may effect our initial business combination with a target business whose management may not have the
skills, qualifications or abilities to manage a public company.
When evaluating the desirability of effecting our
initial business combination with a prospective target business, our ability to assess the target business’s management may be limited
due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore, may prove
to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’s management
not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination
business may be negatively impacted. Accordingly, any stockholders or warrant holders who choose to remain a stockholder or warrant holder
following our initial business combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders
are unlikely to have a remedy for such reduction in value.
The officers and directors of an acquisition candidate
may resign upon completion of our initial business combination. The departure of a business combination target’s key personnel could
negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate’s key
personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain
members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial
business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. As a
result, we may need to reconstitute the management team of the post-transaction company in connection with our initial business combination,
which may adversely impact our ability to complete an acquisition in a timely manner or at all.
The officers and directors of a target business may resign upon
completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact
the operations and profitability of our post-combination business.
The role of a target business’s key personnel
upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members
of a target business’s management team will remain associated with the target business following our initial business combination,
it is possible that members of the management of a target business will not wish to remain in place.
Our management may not be able to maintain control of a target
business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management
will possess the skills, qualifications or abilities necessary to profitably operate such business.
We may structure our initial business combination
so that the post-transaction company in which our public stockholders own or acquire shares will own less than 100% of the outstanding
equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns
or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target
business sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider
any transaction that does not meet such criteria. Even if the post-transaction company owns or acquires 50% or more of the outstanding
voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in
the post business combination company, depending on valuations ascribed to the target and us in our initial business combination. For
example, we could pursue a transaction in which we issue a substantial number of new shares of common stock in exchange for all of the
outstanding capital stock of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial
business combination. In such cases, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial
number of new shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding
shares of common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings
resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired. Accordingly, this
may make it more likely that our management will not be able to maintain our control of the target business.
Certain agreements related to this offering may be amended without
stockholder approval.
Certain agreements, including the letter agreement
among us and our sponsors, officers and directors, and the registration rights agreement among us and our initial stockholders, may be
amended without stockholder approval. These agreements contain various provisions, including transfer restrictions on our founder shares
and private placement warrants and the securities included therein, that our public stockholders might deem to be material. While we do
not expect our board of directors to approve any amendment to any of these agreements prior to our initial business combination, it may
be possible that our board of directors, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one
or more amendments to any such agreement in connection with the consummation of our initial business combination. Any such amendments
would not require approval from our stockholders, may result in the completion of our initial business combination that may not otherwise
have been possible, and may have an adverse effect on the value of an investment in our securities.
RISKS RELATING TO ACQUIRING OR OPERATING A BUSINESS
IN FOREIGN COUNTRIES
If our management team pursues a company with operations or opportunities
outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing
to and completing such combination, and if we effect such initial business combination, we would be subject to a variety of additional
risks that may negatively impact our operations.
If our management team pursues a company with operations
or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border
business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting
due diligence in a foreign market, having such transaction approved by any local governments, regulators or agencies and changes in the
purchase price based on fluctuations in foreign exchange rates.
If we effect our initial business combination with
such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting,
including any of the following:
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costs and difficulties inherent in managing cross-border business operations and complying with commercial and legal requirements
of overseas markets;
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rules and regulations regarding currency redemption;
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complex corporate withholding taxes on individuals;
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laws governing the manner in which future business combinations may be effected;
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tariffs and trade barriers;
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regulations related to customs and import/export matters;
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changes in local regulations as part of a response to the COVID-19 coronavirus outbreak;
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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, natural disasters and wars;
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deterioration of political relations with the United States;
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obligatory military service by personnel; and
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government appropriation of assets.
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We may not be able to adequately address these
additional risks. If we were unable to do so, we may be unable to complete such combination or, if we complete such combination, our operations
might suffer, either of which may adversely impact our results of operations and financial condition.
If our management following our initial business combination
is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead
to various regulatory issues.
Following our initial business combination, any
or all of our management could resign from their positions as officers of the post-business combination company, and the management of
the target business at the time of the business combination could remain in place. Management of the target business may not be familiar
with U.S. securities laws. If new management is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming
familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect
our operations.
RISKS RELATING TO OUR MANAGEMENT TEAM
Past performance by members of our management team and their
respective affiliates may not be indicative of future performance of an investment in us.
Information regarding performance by, or businesses
associated with, members of our management team and their respective affiliates, including Atlas Merchant Capital, is presented for informational
purposes only. Any past experience and performance, including related to acquisitions, of members of our management team and their respective
affiliates is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for our initial business
combination; or (2) of any results with respect to any initial business combination we may consummate. You should not rely on the
historical record of our management team’s or their affiliates’ performance, including that of Atlas Merchant Capital, as
indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. An investment
in us is not an investment in Atlas Merchant Capital or any of its funds. Our management has no experience in operating special purpose
acquisition companies.
Certain of our officers and directors are now, and all of them
may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and,
accordingly, may have conflicts of interest in determining to which entity a particular business opportunity or other transaction should
be presented.
Following the completion of this offering and
until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more
businesses. Our sponsor and officers and directors are, or may in the future become, affiliated with entities (such as operating companies
or investment vehicles) that are engaged in a similar business. In addition, our executive officers and directors also serve as executive
officers and directors of Concord II, a blank check company that completed its initial public offering in September 2021 and may present
additional conflicts of interest in pursuing an acquisition target.
We do not have employment contracts with our officers
and directors that will limit their ability to work at other businesses. In addition, our officers and directors may become an officer
or director of any other special purpose acquisition company with a class of securities registered under the Exchange Act even if we have
not yet entered into a definitive agreement regarding our initial business combination. As a result, our officers or directors could have
conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with
which they may become involved.
As described in “Management — Conflicts
of Interest,” each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual
or other obligations or duties to one or more other entities, including Concord I and Concord II, pursuant to which such officer or director
is or will be required to present a business combination opportunity to such entities. These entities, including Concord I and Concord
II, may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from
pursuing such opportunities. These conflicts may not be resolved in our favor and a potential target business may be presented to another
entity prior to its presentation to us. If any of our officers or directors becomes aware of a business combination opportunity which
is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, he or she may honor
these obligations and duties to present such business combination opportunity to such entities first, including Concord I and Concord
II, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. Our amended
and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director
or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company
and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.
Please see “Management — Directors,
Director Nominees and Executive Officers,” “Management — Conflicts of Interest” and “Certain Relationships
and Related Party Transactions” for a discussion of our officers’ and directors’ business affiliations and potential
conflicts of interest.
We may not have sufficient funds to satisfy indemnification claims
of our directors and executive officers.
We have agreed to indemnify our directors and executive
officers to the fullest extent permitted by law. However, our directors and executive officers have agreed to waive any right, title,
interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason
whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if: (i) we have sufficient funds outside
of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our directors and executive
officers may discourage stockholders from bringing a lawsuit against our directors, directors and executive officers for breach of their
fiduciary duties. These provisions also may have the effect of reducing the likelihood of derivative litigation against our directors
and executive officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s
investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our directors and executive
officers pursuant to these indemnification provisions.
Our officers, directors and sponsor are from time to time involved
in other business ventures unrelated to our business but which may generate business or legal disputes with investors and others unrelated
to our company, and these disputes may distract our management from operating our company and/or result in adverse publicity that could
be harmful.
Our officers, directors and sponsor are involved
in a number of other businesses that are unrelated to our company. The operation of these other businesses from time to time may generate
business or legal disputes involving investors or other parties. These disputes could involve allegations of mismanagement or fraud that
could become public and result in adverse publicity for the parties involved. Any such disputes also could distract the member of our
management involved in the dispute from time that might otherwise be spent in the operation of our company. Any adverse publicity generated
as a result of such a dispute, although unrelated to our business, could nevertheless be detrimental to our management team’s reputation
and negatively affect our ability to identify and complete an initial business combination. This could, in turn, have a material and adverse
effect on the price of our securities.
We are dependent upon our officers and directors and their departure
could adversely affect our ability to operate.
Our operations are dependent upon a relatively
small group of individuals. We believe that our success depends on the continued service of our officers and directors, at least until
we have completed our initial business combination. We do not have an employment agreement with, or key-man insurance on the life of,
any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental
effect on us.
Our ability to successfully effect our initial business combination
and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial
business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
Our ability to successfully effect our initial
business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however,
cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory
positions following our initial business combination, we do not currently expect that any of them will do so. While we intend to closely
scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals
will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which
could cause us to have to expend time and resources helping them become familiar with such requirements.
In addition, the officers and directors of an acquisition
candidate may resign upon completion of our initial business combination. The departure of a business combination target’s key personnel
could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate’s
key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that
certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our
initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.
The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
Our key personnel may negotiate employment or consulting agreements
with a target business in connection with a particular business combination, and a particular business combination may be conditioned
on the retention or resignation of such key personnel. These agreements may cause our key personnel to have conflicts of interest in determining
whether to proceed with a particular business combination. However, we do not expect that any of our key personnel will remain with us
after the completion of our initial business combination.
Our key personnel may be able to remain with our
company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements
in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination
and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would
render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention
or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation
in identifying and selecting a target business. However, we believe the ability of such individuals to remain with us after the completion
of our initial business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential
business combination, as we do not expect that any of our key personnel will remain with us after the completion of our initial business
combination. 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.
Our officers and directors will allocate their time to other
businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of
interest could have a negative impact on our ability to complete our initial business combination.
Our officers and directors are not required to,
and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations
and our search for a business combination and their other responsibilities. We do not intend to have any full-time employees prior to
the completion of our business combination. Each of our officers and directors is engaged in several other business endeavors for which
he or she may be entitled to substantial compensation and our officers and directors are not obligated to contribute any specific number
of hours per week to our affairs. Our independent directors also serve as officers and/or board members for other entities. If our officers’
and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current
commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete
our initial business combination. Please see “Management — Directors, Director Nominees and Executive Officers” for
a discussion of our officers’ and directors’ other business affairs.
Our officers, directors, security holders and their respective
affiliates may have competitive pecuniary interests that conflict with our interests.
We have not adopted a policy that expressly prohibits
our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment
to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business
combination with a target business that is affiliated with our sponsors, directors or officers. We do not have a policy that expressly
prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such
persons or entities may have a conflict between their interests and ours.
RISKS RELATING TO OUR SECURITIES
If a stockholder fails to receive notice of our offer to redeem
our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares,
such shares may not be redeemed.
We will comply with the tender offer rules or
proxy rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with
these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may not become aware
of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish
to holders of our public shares in connection with our initial business combination will describe the various procedures that must be
complied with in order to validly tender or redeem public shares. For example, we may require our public stockholders seeking to exercise
their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates
to our transfer agent prior to the date set forth in the tender offer or proxy materials documents mailed to such holders, or up to two
business days prior to the scheduled vote on the proposal to approve the initial business combination in the event we distribute proxy
materials, or to deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these
procedures, its shares may not be redeemed. Please see “Proposed Business — Tendering stock certificates in connection with
a tender offer or redemption rights.”
You will not have any rights or interests in funds from the trust
account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares
or warrants, potentially at a loss.
Our public stockholders will be entitled
to receive funds from the trust account only upon the earliest to occur of: (1) the completion of our initial business
combination, and then only in connection with those shares of Class A 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 redemptions in connection with our initial business combination or to redeem 100% of our public shares if we
do not complete our initial business combination within 18 months (or up to 24 months, as applicable) from the closing of this
offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination
activity; and (3) the redemption of all of our public shares if we have not completed our initial business combination within
18 months from the closing of this offering or any Extension Period, subject to applicable law and as further described herein. In
addition, if we have not completed an initial business combination within the required time period for any reason, compliance with
Delaware law may require that we submit a plan of dissolution to our then-existing stockholders for approval prior to the
distribution of the proceeds held in our trust account. In that case, public stockholders may be forced to wait beyond the end of
such period before they receive funds from our trust account. In no other circumstances will a public stockholder have any right or
interest of any kind in or to the trust account. Holders of warrants will not have any right to the proceeds held in the trust
account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or
warrants, potentially at a loss.
The NYSE may delist our securities from trading on its exchange,
which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
We intend to apply to have our units listed on
the NYSE on or promptly after the date of this prospectus and our Class A common stock and warrants on or promptly after their date
of separation. Although after giving effect to this offering we expect to meet the minimum initial listing standards set forth in the
NYSE listing standards, we cannot assure you that our securities will be, or will continue to be, listed on the NYSE in the future or
prior to our initial business combination. In order to continue listing our securities on the NYSE prior to our initial business combination,
we must maintain certain financial, distribution and stock price levels. In general, we must maintain a minimum number of holders of
our securities (generally 300 public stockholders). Additionally, in connection with our initial business combination, we will be required
to demonstrate compliance with the NYSE’s initial listing requirements, which are more rigorous than the NYSE’s continued
listing requirements, in order to continue to maintain the listing of our securities on the NYSE. For instance, in order for our Class A
common stock to be listed upon the consummation of our initial business combination, at such time, our stock price would generally be
required to be at least $4.00 per share, our global market capitalization would be required to be at least $200,000,000, the aggregate
market value of publicly-held shares would be required to be at least $100,000,000 and we would be required to have at least 400 round
lot holders. We cannot assure you that we will be able to meet those initial listing requirements at that time.
If the NYSE delists any of our securities from
trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities
could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
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a limited availability of market quotations for our securities;
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reduced liquidity for our securities;
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a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A
common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading
market for our securities;
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a limited amount of news and analyst coverage; and
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a decreased ability to issue additional securities or obtain additional financing in the future.
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The National Securities Markets Improvement Act
of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred
to as “covered securities.” Because we expect that our units and eventually our Class A common stock and warrants will
be listed on the NYSE, our units, Class A common stock and warrants will qualify as covered securities under such statute. Although
the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies
if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered
securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities
issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably
and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.
Further, if we were no longer listed on the NYSE, our securities would not qualify as covered securities under such statute and we would
be subject to regulation in each state in which we offer our securities.
You will not be entitled to protections normally afforded to
investors of many other blank check companies.
Since the net proceeds of this offering, the
sale of the private placement warrants and the sponsor loan are intended to be used to complete an initial business combination with
a target business that has not been selected, we may be deemed to be a “blank check” company under the U.S. securities laws.
However, because we will have net tangible assets in excess of $5,000,000 upon the successful completion of this offering, the sale of
the private placement warrants and the sponsor loan, and will file a Current Report on Form 8-K, including an audited balance sheet
of our company demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies,
such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this
means our units will be immediately tradable and we will have a longer period of time to complete our initial business combination than
do companies subject to Rule 419. Moreover, if this offering were subject to Rule 419, that rule would prohibit the release
of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in
connection with our completion of our initial business combination. Please see “Proposed Business — Comparison of This Offering
to Those of Blank Check Companies Subject to Rule 419” for a more detailed comparison of our offering to offerings that comply
with Rule 419.
If we seek stockholder approval of our initial business combination
and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed
to hold in excess of 15% of our Class A common stock, you will lose the ability to redeem all such shares in excess of 15% of our
Class A common stock.
If we seek stockholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such
stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13
of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in
this offering, which we refer to as the “Excess Shares,” without our prior consent. However, our amended and restated certificate
of incorporation does not restrict our stockholders’ ability to vote all of their shares (including Excess Shares) for or against
our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our
initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions.
Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination.
And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required
to sell your stock in open market transactions, potentially at a loss.
We are not registering the shares of Class A common stock
issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not
be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except
on a “cashless basis” and potentially causing such warrants to expire worthless.
We are not registering the shares of Class A
common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under
the terms of the warrant agreement, we have agreed that as soon as practicable, but in no event later than 20 business days after the
closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC, and within 60 business
days following our initial business combination to have declared effective, a registration statement covering the issuance of the shares
of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of
Class A common stock until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example,
any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus,
the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop
order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit
holders to exercise their warrants on a cashless basis, in which case, the number of Class A ordinary shares that you will receive
upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 shares of Class A common
stock per warrant (subject to adjustment). However, no warrant will be exercisable for cash or on a cashless basis, and we will not be
obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is
registered or qualified under the securities laws of the state of the exercising holder or an exemption from registration is available.
Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities
exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities
Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or
maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under
applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant,
or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares
underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise
of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not
be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their
warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of Class A common stock
included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants
to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants included as part of units
sold in this offering. In such an instance, our sponsors and their permitted transferees (which may include our directors and officers)
would be able to exercise their warrants and sell the shares of Class A common stock underlying their warrants while holders of
our public warrants would not be able to exercise their warrants and sell the underlying shares of Class A common stock. If and
when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying
shares of Class A common stock for sale under all applicable state securities laws. As a result, we may redeem warrants even if
the holders are otherwise unable to exercise their warrants.
We may redeem your unexpired warrants prior to their exercise
at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem outstanding warrants
at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things, the last
reported sales price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day
prior to the date we send the notice of redemption to the warrant holders. If and when the warrants become redeemable by us, we may exercise
our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities
laws. As a result, we may redeem the public warrants as set forth above even if the holders are otherwise unable to exercise the warrants.
Redemption of the outstanding warrants could force you to: (1) exercise your warrants and pay the exercise price therefor at a time
when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when you might otherwise
wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for
redemption, we expect would be substantially less than the market value of your warrants.
In addition, we have the ability to redeem outstanding
warrants commencing ninety days after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among
other things, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock
splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice
of redemption to the warrant holders. In such a case, the holders will be able to exercise their warrants for cash or on a cashless basis
prior to redemption and receive that number of shares of Class A common stock determined by reference to the table set forth under
“Description of Securities — Warrants — Public Stockholders’ Warrants” based on the redemption date and
the “fair market value” of our Class A common stock (as defined below) except as otherwise described in “Description
of Securities — Warrants — Public Stockholders’ Warrants.” The value received upon exercise of the warrants (1) may
be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share
price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of ordinary shares
received is capped at 0.361 shares of Class A common stock per warrant (subject to adjustment) irrespective of the remaining life
of the warrants.
None of the private placement
warrants or sponsor loan warrants will be redeemable by us so long as they are held by our sponsors or their permitted transferees.
The grant of registration rights to our initial stockholders
and their permitted transferees may make it more difficult to complete our initial business combination, and the future exercise of such
rights may adversely affect the market price of our Class A common stock.
Pursuant to an agreement
to be entered into on or prior to the closing of this offering, at or after the time of our initial business combination, our initial
stockholders and their permitted transferees can demand that we register the resale of their founder shares after those shares convert
to shares of our Class A common stock. In addition, our sponsors and their permitted transferees can demand that we register the
resale of the private placement warrants, any sponsor loan warrants and the shares of Class A common stock issuable upon exercise
of the private placement warrants and any sponsor loan warrants, and holders of warrants that may be issued upon conversion of working
capital loans may demand that we register the resale of such private placement warrants and the Class A common stock issuable upon
exercise of the private placement warrants. We will bear the cost of registering these securities. The registration and availability
of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A
common stock. In addition, the existence of the registration rights may make our initial business combination more costly or difficult
to complete. This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or
ask for more cash consideration to offset the negative impact on the market price of our Class A common stock that is expected when
the securities described above are registered for resale.
We may issue additional shares of Class A common stock
or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business
combination. We may also issue shares of Class A common stock upon the conversion of the Class B common stock at a ratio greater
than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions described herein. Any such
issuances would dilute the interest of our stockholders and likely present other risks.
Our amended and restated certificate of incorporation
will authorize the issuance of up to 200,000,000 shares of Class A common stock, par value $0.0001 per share, and 20,000,000 shares
of Class B common stock, par value $0.0001 per share and 1,000,000 shares of undesignated preferred stock, par value $0.0001 per
share. Immediately after this offering, there will be 155,000,000 and 13,750,000 (assuming in each case, that the underwriters have not
exercised their over-allotment option) authorized but unissued shares of Class A and Class B common stock available, respectively,
for issuance, which amount takes into account shares reserved for issuance upon exercise of outstanding warrants but not upon the conversion
of the Class B common stock. Shares of Class B common stock are automatically convertible into shares of our Class A common
stock at the time of our initial business combination, or earlier at the option of the holder, initially at a one-for-one ratio but subject
to adjustment as set forth herein. Immediately after this offering, there will be no shares of preferred stock issued and outstanding.
These amounts exclude any sponsor loan warrants that may be issued.
We may issue a substantial number of additional
shares of Class A common stock, and may issue shares of preferred stock, in order to complete our initial business combination or
under an employee incentive plan after completion of our initial business combination. We may also issue shares of Class A common
stock to redeem the warrants as described in “Description of Securities — Warrants — Public Stockholders’ Warrants
— Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” or upon conversion
of the Class B common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the
anti-dilution provisions described herein. However, our amended and restated certificate of incorporation will provide, among other things,
that prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof
to (1) receive funds from the trust account or (2) vote pursuant to our amended and restated certificate of incorporation on
any initial business combination or any amendments to our amended and restated certificate of incorporation. The issuance of additional
shares of common or preferred stock:
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may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions
in the Class B common stock resulted in the issuance of Class A shares on a greater than one-to-one basis upon conversion of
the Class B common stock;
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may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common
stock;
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could cause a change of control if a substantial number of shares of our common stock is issued, which may affect, among other things,
our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers
and directors;
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may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person
seeking to obtain control of us;
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may adversely affect prevailing market prices for our units, Class A common stock and/or warrants; and
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may not result in adjustment to the exercise price of our warrants.
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Our sponsors made a capital contribution of $25,000, or approximately
$0.003 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A
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 warrant included in the unit) and the
pro forma net tangible book value per share of our Class A common stock after this offering constitutes the dilution to you and
the other investors in this offering. Our sponsors acquired the founder shares at a nominal price, significantly contributing to this
dilution. Upon the closing of this offering, and assuming no value is ascribed to the warrants included in the units, you and the other
public stockholders will incur an immediate and substantial dilution of approximately 155.9% (or $15.59 per share, assuming no exercise
of the underwriters’ over-allotment option), the difference between the pro forma net tangible book value per share of $(5.59)
and the initial offering price of $10.00 per unit. This dilution would increase to the extent that the anti-dilution provisions of the
Class B common stock result in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class B
common stock at the time of our initial business combination and would become exacerbated to the extent that public stockholders seek
redemptions from the trust. In addition, because of the anti-dilution protection in the founder shares, any equity or equity-linked securities
issued in connection with our initial business combination would be disproportionately dilutive to our Class A common stock.
We may amend the terms of the warrants in a manner that may be
adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants. As a result,
the exercise price of your warrants could be increased, the warrants could be converted into cash or stock, the exercise period could
be shortened and the number of shares of our Class A common stock purchasable upon exercise of a warrant could be decreased, all
without your approval.
Our warrants will be issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective
provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely
affects the interests of the registered holders of public warrants; provided that, solely in the case of an amendment to the terms of
the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants that does not
adversely affect any of the terms of the public warrants, such amendment will require only the written consent or vote of the registered
holders of at least 50% of the then outstanding private placement warrants. Accordingly, we may amend the terms of the public warrants
in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment. Although
our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited,
examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants
into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of our
common stock purchasable upon exercise of a warrant.
Our warrants are expected to be accounted for as derivative
liabilities and will be recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have
an adverse effect on the market price of our Class A common stock or may make it more difficult for us to consummate an initial business
combination.
We will be issuing 12,500,000 warrants (or
up to 14,375,000 warrants if the underwriters’ over-allotment option is exercised in full) as part of the units offered by this
prospectus and, simultaneously with the closing of this offering, we will be issuing 7,500,000 private placement warrants (or up to 8,250,000
private placement warrants if the underwriters’ over-allotment option is exercised in full). We may also issue sponsor loan warrants,
as described in this prospectus. We expect to account for the warrants underlying the units offered by this prospectus, the private placement
warrants and any sponsor loan warrants as a warrant liability. At each reporting period (1) the accounting treatment of the warrants
will be re-evaluated for proper accounting treatment as a liability or equity and (2) the fair value of the liability of the public warrants
and the private placement warrants will be remeasured and the change in the fair value of the liability will be recognized in our statement
of operations. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date
of the event that causes the reclassification. The impact of changes in fair value on earnings may have an adverse effect on the market
price of our Class A common stock. In addition, potential targets may seek a special purpose acquisition company, or a SPAC, that does
not have warrants that are accounted for as a liability, which may make it more difficult for us to consummate an initial business combination
with a target business.
Our warrants and founder shares may have
an adverse effect on the market price of our Class A common stock and make it more difficult to effectuate our initial business
combination.
We will be issuing
warrants to purchase 12,500,000 shares of our Class A common stock (or up to 14,375,000 shares of our Class A common stock
if the underwriters’ over-allotment option is exercised in full), at a price of $11.50 per whole share (subject to adjustment
as provided herein), as part of the units offered by this prospectus and, simultaneously with the closing of this offering, we will
be issuing in a private placement, an aggregate of 7,500,000 (or 8,250,000 if the underwriters’ over-allotment option is
exercised in full) private placement warrants, each exercisable to purchase one share of Class A common stock at a price of
$11.50 per share, subject to adjustment as provided herein. Our initial stockholders currently hold 7,187,500 founder shares (up to
937,500 of which are subject to forfeiture by our sponsors depending on the extent to which the underwriters’ over-allotment
option is exercised). The founder shares are convertible into shares of Class A common stock on a one-for-one basis, subject to
adjustment as set forth herein. In addition, if our sponsors, an affiliate of our sponsors or certain of our officers and directors
make any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at the price of $1.00 per warrant at
the option of the lender. Such warrants would be identical to the private placement warrants. Furthermore, up to $5,750,000 of our
sponsor loan may be converted into warrants, and if our sponsor loans us additional funds to allow us to exercise our right to
extend the period of time we have to consummate a business combination by up to six months as described in this prospectus, up to an
additional $5,750,000 in funds loaned to us by our sponsor could be converted into warrants, in each case at a price of $1.00 per
warrant. Such sponsor loan warrants would be identical to the private placement warrants.
To the extent we issue shares
of Class A common stock to effectuate our initial business combination, the potential for the issuance of a substantial number of
additional shares of Class A common stock upon exercise of these warrants or conversion rights could make us a less attractive acquisition
vehicle to a target business. Any such issuance will increase the number of outstanding shares of our Class A common stock and reduce
the value of the Class A common stock issued to complete the business combination. Therefore, our public warrants, founder shares,
private placement warrants and any sponsor loan warrants (including the securities included therein) may make it more difficult to effectuate
a business combination or increase the cost of acquiring the target business.
Because each unit offered in this offering
contains one-half of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less than units of other
blank check companies.
Each unit offered in this
offering contains one-half of one redeemable warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation
of the units, and only whole units will trade. This is different from other offerings similar to ours whose units include one share of
Class A common stock and one whole warrant to purchase one whole share. We have established the components of the units in this
way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable
in the aggregate for one half of the number of shares compared to units that each contain a whole warrant to purchase one whole share,
thus making us, we believe, a more attractive business combination partner for target businesses. Nevertheless, this unit structure may
cause our units to be worth less than if they included a warrant to purchase one whole share.
The determination of the offering price of our units and the
size of this offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular
industry. You may have less assurance, therefore, that the offering price of our units properly reflects the value of such units than
you would have in a typical offering of an operating company.
Prior to this offering there has been no public
market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and
the underwriters. In determining the size of this offering, management held customary organizational meetings with representatives of
the underwriters with respect to the state of capital markets, generally, and the amount the underwriters believed they reasonably could
raise on our behalf. Factors considered in determining the size of this offering, prices and terms of the units, including the Class A
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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·
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prior offerings of those companies;
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·
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our prospects for acquiring an operating business at attractive values;
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·
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a review of debt to equity ratios in leveraged transactions;
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·
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an assessment of our management and their experience in identifying suitable business combination opportunities;
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·
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general conditions of the securities markets at the time of this offering; and
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·
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other factors as were deemed relevant.
|
Although these factors were considered, the determination
of our offering price is more arbitrary than the pricing of securities of an operating company in a particular industry since we have
no historical operations or financial results.
There is currently no market for our securities and a market
for our securities may not develop, which would adversely affect the liquidity and price of our securities.
There is currently no market for our securities.
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, including as a result of the COVID-19 outbreak. 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.
Provisions in our amended and restated certificate of incorporation
and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A
common stock and could entrench management.
Our amended and restated certificate of incorporation
will contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests.
These provisions include staggered board of directors, the ability of the board of directors to designate the terms of and issue new series
of preferred shares, and the fact that prior to the completion of our initial business combination only holders of our shares of Class B
common stock, which are held by our initial stockholders, are entitled to vote on the election of directors, which may make more difficult
the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices
for our securities.
We are also subject to anti-takeover provisions
under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of
management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
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) for which the Court
of Chancery does not have subject matter jurisdiction. This exclusive forum provision will not apply to suits brought to enforce any
liability or duty created by the Exchange Act, the Securities Act or any other claim for which the federal courts have exclusive jurisdiction.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder and Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations
thereunder. 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 forum selection clause may discourage claims
or limit stockholders’ ability to submit claims in a judicial forum that they find favorable and may result in additional costs
for a stockholder seeking to bring a claim. While we believe the risk of a court declining to enforce this forum selection clause is low,
if a court were to determine the forum selection clause to be inapplicable or unenforceable in an action, we may incur additional costs
in conjunction with our efforts to resolve the dispute in an alternative jurisdiction, which could have a negative impact on our results
of operations and financial condition and result in a diversion of the time and resources of our management and board of directors.
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 (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the
personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such
court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant
holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant
holder.
This choice-of-forum provision may limit a warrant
holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage
such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect
to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters
in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result
in a diversion of the time and resources of our management and board of directors.
GENERAL RISK FACTORS
We are a newly incorporated company with no operating history
and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a newly incorporated company with no operating
results, and we will not commence operations until obtaining funding through this offering. Because we lack an operating history, you
have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with
one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a business
combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we
will never generate any operating revenues.
We are an emerging growth company and a smaller reporting company
within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging
growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult
to compare our performance with other public companies.
We are an “emerging growth company”
within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being
required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result,
our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to
five years, although circumstances could cause us to lose that status earlier, including if the market value of our common stock held
by non-affiliates exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging
growth company as of the end of such fiscal year. We cannot predict whether investors will find our securities less attractive because
we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions,
the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities
and the trading prices of our securities may be more volatile.
Further, Section 102(b)(1) of the JOBS
Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private
companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities
registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides
that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means
that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make
comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth
company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
Additionally, we are a “smaller reporting
company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure
obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting
company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250
million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed
fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that year’s second
fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements
with other public companies difficult or impossible.
Cyber incidents or attacks directed at us could result in information
theft, data corruption, operational disruption and/or financial loss.
We depend on digital technologies, including information
systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and
deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the
cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early
stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences.
We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents.
It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial
loss.
An investment in this offering may result in uncertain or adverse
U.S. federal income tax consequences.
An investment in this offering may result in
uncertain U.S. federal income tax consequences. For instance, because there are no authorities that directly address instruments similar
to the units we are issuing in this offering, the allocation an investor makes with respect to the purchase price of a unit between the
share of Class A common stock and the one-half of one redeemable warrant to purchase one share of our Class A common stock
included in each unit could be challenged by the U.S. Internal Revenue Service or the courts. Furthermore, the U.S. federal income tax
consequences of a cashless exercise of warrants included in the units we are issuing in this offering is unclear under current law, and
the adjustment to the exercise price and/or redemption price of the warrants could give rise to dividend income to investors without
a corresponding payment of cash. Finally, it is unclear whether the redemption rights with respect to our shares of common stock suspend
the running of a U.S. holder’s holding period for purposes of determining whether any gain or loss realized by such holder on the
sale or exchange of common stock is long-term capital gain or loss and for determining whether any dividend we pay would be considered
“qualified dividends” for U.S. federal income tax purposes. See the section titled “U.S. Federal Income Tax Considerations”
for a summary of the material U.S. federal income tax considerations applicable to an investment in our securities. Prospective investors
are urged to consult their tax advisors with respect to these and other tax consequences applicable to their specific circumstances when
purchasing, holding or disposing of our securities.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some statements contained in this prospectus are
forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding our or our management
team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections,
forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include,
for example, statements about:
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·
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our ability to select an appropriate target business or businesses;
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·
|
our ability to complete our initial business combination;
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·
|
our expectations around the performance of a prospective target business or businesses;
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·
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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business
combination;
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·
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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;
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·
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our potential ability to obtain additional financing to complete our initial business combination;
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our pool of prospective target businesses and the financial services and financial technology industries;
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·
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our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic;
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·
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the ability of our officers and directors to generate a number of potential business combination opportunities;
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·
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our public securities’ potential liquidity and trading;
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·
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the lack of a market for our securities;
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·
|
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
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·
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the trust account not being subject to claims of third parties; or
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·
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our financial performance following this offering.
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The forward-looking statements contained in this
prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can
be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve
a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include,
but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties
materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these
forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required under applicable securities laws.
USE
OF PROCEEDS
We are offering 25,000,000 units at an offering
price of $10.00 per unit. We estimate that the net proceeds of this offering together with the funds we will receive from the sale of
the private placement warrants and the sponsor loan will be used as set forth in the following table.
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Without
Option to
Purchase
Additional
Units
|
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Option to
Purchase
Additional
Units Exercised
in Full
|
|
|
Gross proceeds
|
|
|
|
|
|
|
|
|
|
Gross proceeds from units offered
to public(1)
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$
|
250,000,000
|
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|
$
|
287,500,000
|
|
|
Gross
proceeds from private placement warrants offered in the private placement
|
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7,500,000
|
|
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|
8,250,000
|
|
|
Gross proceeds from sponsor
loan
|
|
|
5,000,000
|
|
|
|
5,750,000
|
|
|
Total gross proceeds
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|
$
|
262,500,000
|
|
|
$
|
301,500,000
|
|
|
Estimated offering expenses(2)
|
|
|
|
|
|
|
|
|
|
Underwriting commissions (2.0% of gross proceeds
from units offered to public, excluding deferred portion) (3)
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|
$
|
5,000,000
|
|
|
$
|
5,750,000
|
|
|
Legal fees and expenses
|
|
|
200,000
|
|
|
|
200,000
|
|
|
Printing and engraving expenses
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|
|
35,000
|
|
|
|
35,000
|
|
|
Accounting fees and expenses
|
|
|
50,000
|
|
|
|
50,000
|
|
|
SEC/FINRA Expenses
|
|
|
70,285
|
|
|
|
70,285
|
|
|
Travel and road show
|
|
|
5,000
|
|
|
|
5,000
|
|
|
NYSE listing and filing fees
|
|
|
85,000
|
|
|
|
85,000
|
|
|
Miscellaneous expenses(4)
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|
|
154,716
|
|
|
|
154,716
|
|
|
Total estimated offering
expenses (other than underwriting commissions)
|
|
|
600,000
|
|
|
|
600,000
|
|
|
Proceeds after estimated
offering expenses
|
|
$
|
256,900,000
|
|
|
$
|
295,150,000
|
|
|
Held in trust account
|
|
$
|
255,000,000
|
|
|
$
|
293,250,000
|
|
|
% of public offering size
|
|
|
102
|
%
|
|
|
102
|
%
|
|
Not held in trust account
|
|
$
|
1,900,000
|
|
|
$
|
1,900,000
|
|
The following table shows the use of the approximately
$1,900,000 of estimated net proceeds not held in the trust account.(5)
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|
Amount
|
|
|
% of Total
|
|
|
Legal,
accounting, due diligence, travel and other expenses in connection with any business combination(6)
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|
$
|
400,000
|
|
|
|
21.0
|
%
|
|
Directors and officers insurance premiums
|
|
|
750,000
|
|
|
|
39.4
|
%
|
|
Legal and accounting fees related to regulatory
reporting obligations
|
|
|
125,000
|
|
|
|
6.6
|
%
|
|
Payment for office space, administrative
and support services
|
|
|
480,000
|
|
|
|
25.3
|
%
|
|
NYSE continued listing fees
|
|
|
85,000
|
|
|
|
4.5
|
%
|
|
Working capital to
cover miscellaneous expenses (including franchise taxes net of anticipated interest income)
|
|
|
60,000
|
|
|
|
3.2
|
%
|
|
Total
|
|
$
|
1,900,000
|
|
|
|
100.0
|
%
|
|
|
(1)
|
Includes amounts payable to public stockholders who properly
redeem their shares in connection with our successful completion of our initial business combination.
|
|
|
(2)
|
A
portion of the offering expenses will be paid from the proceeds of loans from our sponsor
of up to $200,000 as described in this prospectus. This loan will be repaid upon completion
of this offering out of the $600,000 of offering proceeds that has been allocated for the
payment of offering expenses (other than underwriting commissions) not held in the trust
account. These expenses are estimated only. In the event that offering expenses are less
than as set forth in this table, any such amounts will be used for post-closing working capital
expenses. In the event that the offering expenses are more than as set forth in this table,
we may fund such excess with funds not held in the trust account.
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|
(3)
|
The
underwriters have agreed to defer underwriting commissions equal to 3.5% of the gross proceeds
of this offering. Upon completion of our initial business combination, $8,750,000, which
constitutes the underwriters’ deferred commissions (or up to $10,062,500 if the underwriters’
option to purchase additional units is exercised in full) will be paid to the underwriters
from the funds held in the trust account and the remaining funds, less amounts released to
the trustee to pay redeeming stockholders, will be released to us and can be used to pay
all or a portion of the purchase price of the business or businesses with which our initial
business combination occurs or for general corporate purposes, including payment of principal
or interest on indebtedness incurred in connection with our initial business combination,
to fund the purchases of other companies or for working capital. The underwriters will not
be entitled to any interest accrued on the deferred underwriting discounts and commissions.
|
|
|
(4)
|
Includes
organizational and administrative expenses and may include amounts related to above-listed
expenses in the event actual amounts exceed estimates.
|
|
|
(5)
|
These
expenses are estimates only. Our actual expenditures for some or all of these items may differ
from the estimates set forth herein. For example, we may incur greater legal and accounting
expenses than our current estimates in connection with negotiating and structuring a business
combination based upon the level of complexity of such business combination. In the event
we identify a business combination target in a specific industry subject to specific regulations,
we may incur additional expenses associated with legal due diligence and the engagement of
special legal counsel. In addition, our staffing needs may vary and as a result, we may engage
a number of consultants to assist with legal and financial due diligence. We do not anticipate
any change in our intended use of proceeds, other than fluctuations among the current categories
of allocated expenses, which fluctuations, to the extent they exceed current estimates for
any specific category of expenses, would not be available for our expenses. The amount in
the table above does not include interest available to us from the trust account. Based on
current interest rates, we would expect approximately $255,000 to
be available to us annually from interest earned on the funds held in the trust account;
however, we can provide no assurances regarding this amount. This estimate assumes an interest
rate of 0.1% per annum based upon current yields of securities in which the trust account
may be invested. In addition, in order to fund working capital deficiencies or finance transaction
costs in connection with an intended initial business combination, our sponsors, an affiliate
of our sponsors or our officers and directors may, but are not obligated to, loan us funds
as may be required. If we complete our initial business combination, we may repay such loaned
amounts out of the proceeds of the trust account released to us. In the event that our initial
business combination does not close, we may use a portion of the working capital held outside
the trust account to repay such loaned amounts but no proceeds from our trust account would
be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into
warrants at a price of $1.00 per warrant at the option of the lender. The warrants would
be identical to the private placement warrants issued to our sponsors. The terms of such
loans, if any, have not been determined and no written agreements exist with respect to such
loans. Prior to the completion of our business combination, we do not expect to seek loans
from parties other than our sponsors, an affiliate of our sponsors or our officers and directors,
if any, as we do not believe third parties will be willing to loan such funds and provide
a waiver against any and all rights to seek access to funds in our trust account.
|
|
|
(6)
|
Includes
estimated amounts that may also be used in connection with our initial business combination
to fund a “no shop” provision and commitment fees for financing.
|
The rules of the
NYSE provide that at least 90% of the gross proceeds from this offering, and the sale of the private placement warrants be deposited
in a trust account. Of the net proceeds of this offering, the sale of the private placement warrants and the sponsor loan,
$255,000,000 (or $293,250,000 if the underwriters’ over-allotment option is exercised in full), including $8,750,000 (or
$10,062,500 if the underwriters’ over-allotment option is exercised in full) of deferred underwriting commissions, will, upon
the consummation of this offering, be placed in a U.S. based trust account at Morgan Stanley, with Continental Stock
Transfer & Trust Company acting as trustee. The funds in the trust account will be invested only in U.S. government
treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain
conditions under Rule 2a-7 under the Investment Company Act. Based on current interest rates, we estimate that the interest
earned on the trust account will be approximately $255,000 per year, assuming an interest rate of 0.1% per year. We will not be
permitted to withdraw any of the principal or interest held in the trust account, except with respect to interest earned on the
funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be
released from the trust account until the earliest of: (1) the completion of our initial business combination; (2) the
redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated
certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with
our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination
within 18 months (or up to 24 months, as applicable) from the closing of this offering or (B) with respect to any other
provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of all of
our public shares if we have not completed our initial business combination within 18 months from the closing of this offering or
any Extension Period, subject to applicable law. Based on current interest rates, we expect that interest earned on the trust
account will be sufficient to pay taxes.
The net proceeds held in the trust account may
be used as consideration to pay the sellers of a target business with which we ultimately complete our initial business combination. If
our initial business combination is paid for using equity or debt or not all of the funds released from the trust account are used for
payment of the consideration in connection with our initial business combination or used for redemption of our public shares, we may apply
the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of
operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial
business combination, to fund the purchase of other businesses or for working capital. There is no limitation on our ability to raise
funds privately or through loans in connection with our initial business combination.
We believe that amounts not held in trust will
be sufficient to pay the costs and expenses to which such proceeds are allocated. This belief is based on the fact that while we may begin
preliminary due diligence of a target business in connection with an indication of interest, we intend to undertake in-depth due diligence,
depending on the circumstances of the relevant prospective acquisition, only after we have negotiated and signed a letter of intent or
other preliminary agreement that addresses the terms of a business combination. However, if our estimate of the costs of undertaking in-depth
due diligence and negotiating a business combination is less than the actual amount necessary to do so, we may be required to raise additional
capital, the amount, availability and cost of which is currently unascertainable. If we are required to seek additional capital, we could
seek such additional capital through loans or additional investments from our sponsor, members of our management team or any of their
respective affiliates, but such persons are not under any obligation or other duty to loan funds to, or invest in, us.
We will enter into an Administrative Services
Agreement pursuant to which we will pay an affiliate of our sponsor a total of $20,000 per month for office space, administrative and
support services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.
Prior to the commencement
of this offering, our sponsor agreed to loan us up to $200,000 to be used for a portion of the expenses of this offering. As of June 30,
2021, we have borrowed $75,000 under such promissory note. The loan is non-interest bearing, unsecured and is due at the later of July 31,
2021 and the closing of this offering. The loan will be repaid upon completion of this offering out of the $600,000 of offering proceeds
that has been allocated for the payment of offering expenses (other than underwriting commissions) not held in the trust account.
In addition, in order to
fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsors,
an affiliate of our sponsors or our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete
our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event
that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay
such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans
may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the
private placement warrants issued to our sponsors. The terms of such loans by our sponsors, an affiliate of our sponsors or our officers
and directors, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of
our business combination, we do not expect to seek loans from parties other than our sponsors, an affiliate of our sponsors or our officers
and directors, if any, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all
rights to seek access to funds in our trust account.
If we seek stockholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our sponsors, directors, officers, advisors or any of their respective affiliates may also purchase shares in privately negotiated
transactions or in the open market either prior to or following the completion of our initial business combination. Please see “Proposed
Business — Permitted purchases and other transactions with respect to our securities” for a description of how such persons
will determine from which stockholders to seek to acquire shares. The price per share paid in any such transaction may be different than
the amount per share a public stockholder would receive if it elected to redeem its shares in connection with our initial business combination.
However, such persons have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms
or conditions for any such transactions. If such persons engage in such transactions, they will be subject to restrictions in making
any such purchases when they are in possession of any material non-public information or if such purchases are prohibited by Regulation
M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the
tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange
Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers
will be required to comply with such rules.
We may not redeem our public shares in an
amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 following
such redemptions and the agreement for our initial business combination may require as a closing condition that we have a minimum net
worth or a certain amount of cash. If too many public stockholders exercise their redemption rights so that we cannot satisfy the net
tangible asset requirement or any net worth or cash requirements, we would not proceed with the redemption of our public shares or the
business combination, and instead may search for an alternate business combination (including, potentially, with the same target).
A public stockholder
will be entitled to receive funds from the trust account only upon the earliest to occur of: (1) the completion of our initial
business combination and then, only in connection with those public shares that such stockholder has properly elected to redeem,
subject to the limitations described in this prospectus; (2) the redemption of any public shares properly submitted in
connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance
or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public
shares if we do not complete our initial business combination within 18 months (or up to 24 months, as applicable) from the closing
of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business
combination activity; and (3) the redemption of all of our public shares if we have not completed our initial business
combination within 18 months from the closing of this offering or any Extension Period, subject to applicable law. In no other
circumstances will a public stockholder have any right or interest of any kind to or in the trust account. Holders of warrants will
not have any rights of proceeds held in the trust account with respect to the warrants.
Our initial stockholders, officers and directors
have entered into a letter agreement with us, pursuant to which they have agreed to waive (1) their redemption rights with respect
to any founder shares, private placement shares and any public shares held by them in connection with the completion of our initial business
combination and (2) their redemption rights with respect to any founder shares, private placement 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 redemptions in connection with our initial business combination or to redeem
100% of our public shares if we have not consummated 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.
In addition, our initial stockholders, officers and directors have agreed to waive their rights to liquidating distributions from the
trust account with respect to any founder shares and private placement shares held by them if we fail to complete our initial business
combination within the prescribed time frame. However, if our sponsors or any of our officers, directors or any of their respective affiliates
then hold any public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares
if we fail to complete our initial business combination within the allotted time frame to complete our initial business combination.
DIVIDEND
POLICY
We have not paid any cash dividends on our 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. In addition, our board of directors is not currently contemplating
and does not anticipate declaring any stock dividends in the foreseeable future, except if we increase the size of this offering, in which
case we will effect a stock dividend or other appropriate mechanism immediately prior to the consummation of this offering in an amount
as to maintain the number of founder shares at 20% of our issued and outstanding shares of common stock upon the consummation of this
offering (not including the shares of Class A common stock issuable upon exercise of the private placement warrants). 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 Class A 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 Class A 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 private placement warrants, 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 we define for this purpose as our total tangible assets less total liabilities
(and the value of Class A common stock which may be redeemed for cash), by the number of outstanding shares of our Class A
common stock.
At June 30, 2021,
our net tangible book value was $(207,182), or approximately $(0.03) per share of Class B common stock. After giving effect to the
sale of 25,000,000 shares of Class A common stock included in the units we are offering by this prospectus (or 28,750,000 shares
of Class A common stock if the underwriters’ over-allotment option is exercised in full), the sale of the private placement warrants,
the sponsor loan 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 $(34,911,223) or $(5.59) per share, (or $(39,999,673) or $(5.57) 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 the 25,000,000 shares of Class A common stock that may be redeemed for cash, or 28,750,000 shares of Class A common stock if the underwriters’
over-allotment option is exercised in full) of $(5.56) per share (or $(5.54) if the underwriters’ over-allotment option is exercised
in full) to our initial stockholders as of the date of this prospectus. Total dilution to public stockholders from this offering will
be $15.59 per share (or 155.9%). The immediate dilution to new investors if the underwriter exercises its over-allotment option in full
would be $15.57 per share (or 155.7%).
The following table illustrates
the dilution to the public stockholders on a per share basis, assuming no value is attributed to the warrants included in the units or
the private placement warrants:
|
|
|
No exercise
of
over-
allotment
option
|
|
|
Exercise of
over-
allotment
option in full
|
|
|
Public offering price
|
|
$
|
10.00
|
|
|
$
|
10.00
|
|
|
Net tangible book value before this offering
|
|
|
(0.03
|
)
|
|
|
(0.03
|
)
|
|
Increase attributable to public stockholders and sale of private placement warrants
|
|
|
(5.56
|
)
|
|
|
(5.54
|
)
|
|
Pro forma net
tangible book value after this offering, the sale of the private placement warrants and the sponsor loan
|
|
$
|
(5.59
|
)
|
|
$
|
(5.57
|
)
|
|
Dilution to public
stockholders
|
|
$
|
15.59
|
|
|
$
|
15.57
|
|
|
Percentage of dilution to new investors
|
|
|
155.9
|
%
|
|
|
155.7
|
%
|
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
$250,000,000 because holders of up to approximately 100% of our public shares may redeem their shares for a pro rata share of the aggregate
amount then on deposit in the trust account at a per share redemption price equal to the amount in the trust account as set forth in
our tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust two business days prior to the commencement
of our tender offer or stockholders meeting, including interest earned on the funds held in the trust account and not previously released
to us to pay our taxes), divided by the number of shares of Class A common stock sold in this offering.
The following table sets forth information with respect to our initial
stockholders and the public stockholders:
|
|
|
Number
|
|
|
Percentage
|
|
|
Amount
|
|
|
Percentage
|
|
|
Share
|
|
|
Initial Stockholders(1)(2)
|
|
|
6,250,000
|
|
|
|
20.00
|
%
|
|
$
|
25,000
|
|
|
|
0.01
|
%
|
|
$
|
0.004
|
|
|
Public Stockholders
|
|
|
25,000,000
|
|
|
|
80.00
|
%
|
|
|
250,000,000
|
|
|
|
99.99
|
%
|
|
$
|
10.000
|
|
|
|
|
|
31,250,000
|
|
|
|
100.00
|
%
|
|
$
|
250,025,000
|
|
|
|
100.00
|
%
|
|
|
|
|
|
|
(1)
|
Assumes the full forfeiture of 937,500 shares that are subject to forfeiture by our sponsors depending on the extent to which the
underwriters’ over-allotment option is exercised.
|
|
|
(2)
|
Assumes conversion of Class B common stock into Class A common stock on a one-for-one basis. The dilution to public stockholders
would increase to the extent that the anti-dilution provisions of the Class B common stock result in the issuance of shares of Class A
common stock on a greater than one-to-one basis upon such conversion.
|
The pro forma net tangible book value per share as of June 30,
2021 giving effect to the offering is calculated as follows:
|
|
|
Without
Over-allotment
|
|
|
With
Over-allotment
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
Net tangible book value
before this offering
|
|
$
|
(207,182
|
)
|
|
$
|
(207,182
|
)
|
|
Proceeds from this offering, sale of
the private placement warrants and sponsor loan, net of expenses
|
|
|
256,900,000
|
|
|
|
295,150,000
|
|
|
Plus: Offering costs accrued for and
paid in advance, excluded from tangible book value before this offering
|
|
|
231,709
|
|
|
|
231,709
|
|
|
Less: Warrant liability(1)
|
|
|
(23,085,750
|
)
|
|
|
(26,111,700
|
)
|
|
Less: Deferred underwriting commissions
|
|
|
(8,750,000
|
)
|
|
|
(10,062,500
|
)
|
|
Less: Sponsor
loan
|
|
|
(5,000,000
|
)
|
|
|
(5,750,000
|
)
|
|
Less: Proceeds
held in trust subject to redemption
|
|
|
(255,000,000
|
)
|
|
|
(293,250,000
|
)
|
|
|
|
$
|
(34,911,223
|
)
|
|
$
|
(39,999,673
|
)
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
Shares of Class B common stock
outstanding prior to this offering
|
|
|
7,187,500
|
|
|
|
7,187,500
|
|
|
Shares forfeited if option to purchase
additional units is not exercised
|
|
|
(937,500
|
)
|
|
|
-
|
|
|
Shares of Class A common stock
included in the units offered
|
|
|
25,000,000
|
|
|
|
28,750,000
|
|
|
Less: Shares subject
to redemption
|
|
|
(25,000,000
|
)
|
|
|
(28,750,000
|
)
|
|
|
|
|
6,250,000
|
|
|
|
7,187,500
|
|
|
|
(1)
|
Does not include warrant
liabilities related to the sponsor loan, which are not considered material.
|
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 25,000,000 units in this offering for $250,000,000 (or $10.00 per unit), the sale of 7,500,000 private
placement warrants for $7,500,000 (or $1.00 per warrant) and the sponsor loan and the application of the estimated net proceeds derived
from the sale of such securities:
|
|
|
June 30,
2021
|
|
|
|
|
Actual
|
|
|
As
Adjusted (1)
|
|
|
Note
payable to related party
|
|
$
|
75,000
|
|
|
$
|
—
|
|
|
Sponsor
loan
|
|
|
—
|
|
|
|
5,000,000
|
|
|
Deferred
underwriting commissions
|
|
|
—
|
|
|
|
8,750,000
|
|
|
Warrant
liability(2)
|
|
|
—
|
|
|
|
23,085,750
|
|
|
Class A
common stock, 25,000,000 shares outstanding subject to possible conversion/tender (3)
|
|
|
—
|
|
|
|
255,000,000
|
|
|
Stockholders’
equity:
|
|
|
|
|
|
|
|
|
|
Preferred
stock, $0.0001 par value, 1,000,000 shares authorized (actual and as adjusted); no shares issued or outstanding (actual and as adjusted)
|
|
|
—
|
|
|
|
—
|
|
|
Common
Stock
|
|
|
|
|
|
|
|
|
|
Class A
common stock, $0.0001 par value, 200,000,000 shares authorized; none issued and outstanding (3)
|
|
|
—
|
|
|
|
---
|
|
|
Class B
common stock, $0.0001 par value, 20,000,000 shares authorized, 7,187,500 and 6,250,000 shares issued and outstanding, actual and
as adjusted, respectively
|
|
|
719
|
|
|
|
625
|
|
|
Additional
paid-in capital(4)
|
|
|
24,281
|
|
|
|
---
|
|
|
Accumulated
deficit(5)
|
|
|
(473
|
)
|
|
|
(34,911,848
|
)
|
|
Total
stockholders’ equity
|
|
|
24,527
|
|
|
|
(34,911,223
|
)
|
|
Total
capitalization
|
|
$
|
99,527
|
|
|
$
|
256,924,527
|
|
|
|
(1)
|
Assumes the full forfeiture of 937,500 shares that are subject
to forfeiture by our sponsor depending on the extent to which the underwriters’ option to purchase additional units is exercised.
The proceeds of the sale of such shares will not be deposited into the trust account, the shares will not be eligible for redemption
from the trust account nor will they be eligible to vote upon the initial business combination.
|
|
|
(2)
|
We
will account for the 20,000,000 warrants to be issued in connection with this offering (the
12,500,000 warrants included in the units and the 7,500,000 private placement warrants, assuming
the underwriters’ over-allotment option is not exercised) in accordance with the guidance
contained in ASC 815-40. Such guidance provides that because the warrants do not meet the
criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly,
we will classify each warrant as a liability at its fair value. This liability is subject
to re-measurement at each balance sheet date. With each such re-measurement, the warrant
liability will be adjusted to fair value, with the change in fair value recognized in our
statement of operations. This amount does not include warrant liabilities related to the sponsor loan, which are not considered material.
|
|
(3)
|
All of the 25,000,000 shares of Class A common
stock sold as part of the units in the offering contain a redemption feature which allows for the redemption of such public shares
in connection with our liquidation, if there is a stockholder vote or tender offer in connection with our initial business combination
and in connection with certain amendments to our amended and restated certificate of incorporation. In accordance with SEC and its
guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the
control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the 25,000,000
shares of Class A common stock sold as part of the units in the offering will be issued with other freestanding instruments (i.e.,
public warrants), the initial carrying value of Class A common stock classified as temporary equity will be the allocated proceeds
determined in accordance with ASC 470-20. Our Class A common stock is subject to ASC 480-10-S99. If it is probable that the equity
instrument will become redeemable, we have the option to either (i) accrete changes in the redemption value over the period from
the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest
redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying
amount of the instrument to equal the redemption value at the end of each reporting period. We have elected to recognize the changes
immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence
of retained earnings, additional paid-in capital).
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(4)
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Additional paid in capital “As adjusted”
is calculated as the additional paid in capital as of June 30, 2021 less the immediate accretion of the carry value of Class A common
stock subject to redemption value to reduce additional paid in capital to zero.
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(5)
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As
adjusted accumulated deficit includes the immediate accretion of the carry value of Class A common stock subject to redemption-to-redemption
value. The “as adjusted” accumulated deficit also includes transaction costs associated with warrant liabilities. Such
costs will be immediately expensed.
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MANAGEMENT’S
DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are a blank check company incorporated
as a Delaware corporation and 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. We have not selected any business combination target and
we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination
target. We intend to effectuate our initial business combination using cash from the proceeds of this offering, the sale of the private
placement warrants and the sponsor loan, our capital stock, debt or a combination of cash, stock and debt.
The issuance of additional shares of our stock
in a business combination:
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may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions
in the Class B common stock resulted in the issuance of Class A shares on a greater than one-to-one basis upon conversion of
the Class B common stock;
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may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common
stock;
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could cause a change of control if a substantial number of shares of our common stock is issued, which may affect, among other things,
our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers
and directors;
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may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person
seeking to obtain control of us;
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may adversely affect prevailing market prices for our units, Class A common stock and/or warrants; and
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may not result in adjustment to the exercise price of our warrants.
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Similarly, if we issue debt securities or otherwise incur significant indebtedness, it could result in:
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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our
debt obligations;
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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach
certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
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our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
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our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing
while the debt is outstanding;
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our inability to pay dividends on our 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 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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As indicated in the accompanying
financial statements, as of June 30, 2021, we had $25,008 in cash and working capital deficiency of $207,182. Further, we expect
to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital
or to complete our initial business combination will be successful. These factors, among others, raise substantial doubt about our ability
to continue as a going concern.
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 in the form of specified
U.S. government treasury bills or specified money market funds after this offering. There has been no significant change in our financial
or trading position and no material adverse change has occurred since the date of our audited financial statements. After this offering,
we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),
as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of this offering.
Liquidity and Capital Resources
Our liquidity needs
have been satisfied prior to the completion of this offering through receipt of a $25,000 capital contribution from our sponsors in
exchange for the issuance of the founder shares and up to $200,000 in loans from our sponsor under an unsecured promissory note. We
estimate that the net proceeds from: (1) the sale of the units in this offering, after deducting offering expenses of
approximately $600,000 and underwriting commissions of $5,000,000 ($5,750,000 if the underwriters’ over-allotment option is
exercised in full) (excluding deferred underwriting commissions of $8,750,000, or $10,062,500 if the underwriters’
over-allotment option is exercised in full); (2) the sale of the private placement warrants for a purchase price of $7,500,000
(or $8,250,000 if the underwriters’ over-allotment option is exercised in full); and (3) the sponsor loan of $5,000,000 (or
$5,750,000 if the underwriters’ over-allotment option is exercised in full), will be $256,900,000 (or $295,150,000 if the
underwriters’ over-allotment option is exercised in full). Of this amount, $255,000,000 (or $293,250,000 if the
underwriters’ over-allotment option is exercised in full) will be deposited into the trust account, which includes the
deferred underwriting commissions described above. The funds in the trust account will be invested only in U.S. government treasury
bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries. The remaining $1,900,000
will not be held in the trust account. In the event that our offering expenses exceed our estimate of $600,000, we may fund such
excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust
account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of
$600,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.
We intend to use substantially
all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less taxes payable
and deferred underwriting commissions) to complete our initial business combination. We may withdraw interest to pay our taxes. Delaware franchise tax is based on our authorized shares
or on our assumed par and non-par capital, whichever yields a lower result. Under the authorized shares method, each share is taxed at
a graduated rate based on the number of authorized shares with a maximum aggregate tax of $200,000 per year. Under the assumed par value
capital method, Delaware taxes each $1,000,000 of assumed par value capital at the rate of $350; where assumed par value would be (1) our
total gross assets following this offering, divided by (2) our total issued shares of common stock following this offering, multiplied
by (3) the number of our authorized shares following this offering. Based on the number of shares of our common stock authorized
and outstanding and our estimated total gross proceeds after the completion of this offering, our annual franchise tax obligation is
expected to be capped at the maximum amount of annual franchise taxes payable by us as a Delaware corporation of $200,000. Our annual
income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect
the only taxes payable by us out of the funds in the trust account will be income and franchise taxes. We expect the interest earned
on the amount in the trust account will be sufficient to pay our taxes. To the extent that our capital stock or debt is used, in whole
or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used
as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Prior to the completion of our initial business
combination, we will have available to us an estimated $1,900,000 of proceeds held outside the trust account. We will use these funds
primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and
from the offices or similar locations of prospective target businesses or their representatives or owners, review corporate documents
and material agreements of prospective target businesses, structure, negotiate and complete a business combination, and to pay taxes
to the extent the interest earned on the trust account is not sufficient to pay our taxes.
In order to fund working capital deficiencies
or finance transaction costs in connection with an intended initial business combination, our sponsors, an affiliate of our sponsors
or our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination,
we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our initial business combination
does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds
from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of
$1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our sponsors.
The terms of such loans by our sponsors, an affiliate of our sponsors or our officers and directors, if any, have not been determined
and no written agreements exist with respect to such loans. Prior to the completion of our business combination, we do not expect to
seek loans from parties other than our sponsors, an affiliate of our sponsors or our officers and directors, if any, as we do not believe
third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust
account.
We expect our primary liquidity requirements
during that period to include approximately $400,000 for legal, accounting, due diligence, travel and other expenses in connection with
any business combinations; $750,000 for directors and officers insurance premiums; $125,000 for legal and accounting fees related to
regulatory reporting requirements; $85,000 for the NYSE continued listing fees; $480,000 for office space, administrative and support
services; and approximately $60,000 for working capital to cover miscellaneous expenses (including franchise taxes net of anticipated
interest income).
These amounts are estimates and may differ materially
from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing,
fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision
(a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions
with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination,
although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity
from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined
based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds
(whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting
due diligence with respect to, prospective target businesses.
We do not believe we will need to raise additional
funds following this offering in order to meet the expenditures required for operating our business. However, if our estimates of the
costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than
the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination.
Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated
to redeem a significant number of our public shares upon completion of our initial business combination, in which case we may issue additional
securities or incur debt in connection with such business combination.
Controls and Procedures
We are not currently required to maintain an effective
system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal
control reporting requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2022. Only in the event that we
are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required
to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.
Further, for as long as we remain an emerging growth company, we intend to take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being
required to comply with the independent registered public accounting firm attestation requirement.
Prior to the closing of this offering, we have
not completed an assessment, nor has our independent registered public accounting firm tested our systems of internal controls. We expect
to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and we
may work with the target to implement and test additional controls as we may determine are necessary in order to state that we maintain
an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding
the adequacy of internal controls. Many small and mid-sized target businesses we may consider for our initial business combination may
have internal controls that need improvement in areas such as:
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staffing for financial, accounting and external reporting areas, including segregation of duties;
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reconciliation of accounts;
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proper recording of expenses and liabilities in the period to which they relate;
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evidence of internal review and approval of accounting transactions;
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documentation of processes, assumptions and conclusions underlying significant estimates; and
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documentation of accounting policies and procedures.
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Because it will take time, management involvement
and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and
market expectations for our operation of a target business, we may incur significant expenses in meeting our public reporting responsibilities,
particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take
longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.
Once our management’s report on internal
controls is complete, we will retain an independent auditor to audit and render an opinion on such report when required by Section 404
of the Sarbanes-Oxley Act. The independent auditors may identify additional issues concerning a target business’s internal controls
while performing their audit of internal control over financial reporting.
Quantitative and Qualitative Disclosures about Market Risk
The net proceeds of this offering, the sale
of the private placement warrants and the sponsor loan held in the trust account will be invested in U.S. government treasury bills with
a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7
under the Investment Company Act. Due to the short-term nature of these investments, we believe there will be no associated material
exposure to interest rate risk.
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations;
Quarterly Review
As of June 30, 2021, we did not have any off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.
No unaudited quarterly operating data is included in this prospectus as we have not conducted any operations to date.
Related Party Transactions
On March 1, 2021,
our sponsor purchased an aggregate of 7,187,500 founder shares for a capital contribution of $25,000. The number of founder shares
issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares of
common stock upon the completion of this offering (not including the shares of Class A common stock underlying the private
placement warrants). The per-share purchase price of the founder shares was determined by dividing the amount of cash contributed to
us by the number of founder shares issued. If we increase or decrease the size of this offering, we will effect a stock dividend or
a share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock
immediately prior to the consummation of this offering in such amount as to maintain the number of founder shares at 20% of our
issued and outstanding shares of our common stock upon the consummation of this offering (not including the shares of Class A
common stock underlying the private placement warrants). On March 25, 2021, our sponsor sold 1,437,500 founder shares to CA2
Co-Investment and 25,000 to each of our independent director nominees, in each case at the original price per share. On May
6, 2021, CA2 Co-Investment sold 956,439 shares back to our sponsor at the original purchase price, resulting in our sponsor
holding 6,631,439 founder shares and CA2 Co-Investment holding 481,061 founder shares. Up to 937,500 founder shares are subject to
forfeiture by our sponsors depending on the extent to which the underwriters’ over-allotment option is exercised.
We will enter into an Administrative Services
Agreement pursuant to which we will also pay an affiliate of our sponsor a total of $20,000 per month for office space, administrative
and support services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.
Our sponsors, officers and directors or any of
their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such
as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review
on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or any of their respective affiliates
and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement
of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
Prior to the commencement
of this offering, our sponsor agreed to loan us up to $200,000 to be used for a portion of the expenses of this offering. As of June
30, 2021, we have borrowed $75,000 under such promissory note. The loan is non-interest bearing, unsecured and is due at the later of
July 31, 2021 and the closing of this offering. The loan will be repaid upon completion of this offering out of the $600,000 of
offering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions) not held in the
trust account.
Our sponsors have
agreed to lend us an aggregate of $5,000,000 (or $5,750,000 if the underwriters’ over-allotment option is exercised in full)
as of the closing date of this offering at no interest. The proceeds of the sponsor loan will be added to the trust account (as
described in this prospectus) and be used to fund the redemption of our public shares (subject to the requirements of applicable
law) in accordance with the terms set forth in this prospectus. Of the total amount of the sponsor loan, $4,393,939 (or $5,053,030 if the underwriters’ over-allotment
option is exercised in full) will be provided by our sponsor, and $606,061 (or $696,970 if the underwriters’ over-allotment option
is exercised in full) will be provided by CA2 Co-Investment. The sponsor loan shall be repaid or converted into sponsor loan
warrants at a conversion price of $1.00 per warrant, at the sponsors’ discretion. The sponsor loan warrants would be identical
to the private placement warrants to be sold to the sponsors concurrently with the closing of this offering. The sponsor loan is
being extended in order to ensure that the amount in the trust account is $10.20 per public share. If we do not complete an initial
business combination, we will not repay the sponsor loan from amounts held in the trust account, and its proceeds will be
distributed to our public stockholders.
We will have up to 18 months from the closing of this offering to consummate an initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination within 18 months, we may, by resolution of our board if requested by our sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (for a total of up to 24 months to complete a business combination), subject to the sponsor depositing additional funds into the trust account as set out below. Our stockholders will not be entitled to vote or redeem their shares in connection with any such extension. Pursuant to the terms of our amended and restated certificate of incorporation, in order for the time available for us to consummate our initial business combination to be extended for any such three-month period, our sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $2,500,000, or $2,875,000 if the underwriters' over-allotment option is exercised in full (or $0.10 per unit sold in this offering in either case, up to an aggregate of $5,000,000, or $5,750,000 if the underwriters' over-allotment option is exercised in full), on or prior to the date of the applicable deadline, for each three month extension. Any such payment would be made in the form of a non-interest bearing loan in substantially the same form as the sponsor loan and would be repaid, if at all, from funds released to us upon completion of our initial business combination. Any such extension loan may be converted into warrants at the price of $1.00 per warrant at the option of the lender at or prior the time of the business combination. The warrants would be identical to the private placement warrants issued to our sponsors. In the event that we receive notice from our sponsor five days prior to the applicable deadline of its wish for us to effect an extension, we intend to issue a press release announcing such intention at least three days prior to such deadline. In addition, we intend to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate an initial business combination within such time period, we will redeem 100% of our issued and outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein, and then seek to dissolve and liquidate.
In addition, in order to fund working capital
deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsors, an affiliate of
our sponsors or our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial
business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our
initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such
loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible
into warrants, at a price of $1.00 per warrant at the option of the lender, upon consummation of our initial business combination. The
terms of such loans by our sponsors, an affiliate of our sponsors or our officers and directors, if any, have not been determined and
no written agreements exist with respect to such loans. Prior to the completion of our business combination, we do not expect to seek
loans from parties other than our sponsors, an affiliate of our sponsors or our officers and directors, if any, as we do not believe
third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust
account.
Our sponsors have committed
to purchase an aggregate of 7,500,000 private placement warrants at a price of $1.00 per warrant, for an aggregate purchase price of
$7,500,000. If the over-allotment option is exercised in full, the amount of placement warrants sold will be 8,250,000 for an aggregate
purchase price of $8,250,000. Each placement warrant is exercisable to purchase one whole share of common stock at $11.50 per share.
There will be no redemption rights or liquidating distributions from the trust account with respect to the founder shares or placement
warrants, which will expire worthless if we do not consummate a business combination within 18 months from the closing of this offering
or any Extension Period. The private placement warrants are identical to the warrants sold in this offering except that, so long as they
are held by our sponsors or their permitted transferees, the private placement warrants are subject to certain transfer restrictions
(as described in more detail under “Principal Stockholders — Transfers of Founder Shares, Private Placement Warrants and
Sponsor Loan Warrants”) and the holders thereof are entitled to certain registration rights (as described in more detail under
“Principal Stockholders — Registration Rights”), and the private placement warrants: (1) will not be redeemable
by us; (2) may be exercised by the holders on a cashless basis; and (3) with respect to private placement warrants held by
CA2 Co-Investment, will not be exercisable more than five years from the commencement of sales in this offering in accordance with FINRA
Rule 5110(g)(8).
Pursuant to a registration rights agreement that
we will enter into with our initial stockholders on or prior to the closing of this offering, we may be required to register certain securities
for sale under the Securities Act. Our initial stockholders, and holders of warrants issued upon conversion of working capital loans,
if any, are entitled under the registration rights agreement to make up to three demands that we register certain of our securities held
by them for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant to Rule 415 under
the Securities Act. In addition, these holders have the right to include their securities in other registration statements filed by us.
Notwithstanding the foregoing, CA2 Co-Investment may not exercise its demand and “piggyback” registration rights after five
and seven years, respectively, after commencement of sales in this offering. We will bear the costs and expenses of filing any such registration
statements of which this prospectus forms a part and may not exercise its demand rights on more than one occasion. Please see “Certain
Relationships and Related Party Transactions.”
We will also pay to the underwriters, including
Cowen and Company, LLC, an affiliate of one of our sponsors, an underwriting discount of $0.20 per unit purchased by it in this offering.
In addition, the underwriters, including Cowen and Company, LLC, have agreed to defer underwriting commissions of 3.5% of the gross proceeds
of this offering. Upon and concurrently with the completion of our initial business combination, up to $8,750,000, which constitutes
the underwriters’ deferred commission (or up to $10,062,500 if the underwriters’ over-allotment option is exercised in full),
will be paid to the underwriters from the funds held in the trust account. The underwriters have agreed to waive their rights to their
deferred underwriting commission held in the trust account in the event we do not complete our initial business combination and, in such
event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public
shares.
JOBS Act
On April 5, 2012, the JOBS Act was signed
into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies.
We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting
pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or
revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which
adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable
to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating
the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth
in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions we may not be required to, among
other things: (1) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant
to Section 404 of the Sarbanes-Oxley Act; (2) provide all of the compensation disclosure that may be required of non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (3) comply with any requirement that
may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional
information about the audit and the financial statements (auditor discussion and analysis); and (4) disclose certain executive compensation-related
items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median
employee compensation. These exemptions will apply for a period of five years following the completion of this offering or until we are
no longer an “emerging growth company,” whichever is earlier.
PROPOSED
BUSINESS
We
are a newly incorporated blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout
this prospectus as our initial business combination. We have not selected any potential business combination targets and we have not,
nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any specific business combination targets.
However, members of our management team have been actively in discussions with potential business combination targets in their capacity
as officers and directors of Concord I, an existing special purpose acquisition company sponsored by affiliates of our sponsors, and
we may pursue business combination partners that had previously been in discussion with Concord I. We may also pursue business combination
targets that could be in discussions with Concord II, a special purpose acquisition company sponsored by affiliates of our sponsors,
which completed its initial public offering in September 2021.
While
we may pursue a merger opportunity in any industry or sector, we intend to capitalize on the ability of our management team and Sponsor
to identify, acquire and manage a business in the financial services and financial technology sectors, including payments, enterprise
software, and data analytics, that can benefit from our differentiated deal flow and global network. We will seek to acquire established
and growing businesses that we believe are fundamentally sound with an attractive financial profile and poised for continued and accelerating
growth, but potentially in need of some form of financial, operational, strategic or managerial guidance to maximize value.
Our Management Team
Our
sponsor is affiliated with Atlas, an alternative asset manager with approximately $1.5 billion in assets under management as of December 31,
2020 and over $3.0 billion of capital raised through its fund vehicles and its related co-investments in its fund’s portfolio companies
since inception. We believe that the experience of our management team, Board of Directors and Advisors, and our relationship with Atlas
will allow us to source, identify and execute an attractive transaction for our shareholders.
Founded
in 2013, Atlas seeks to invest in compelling opportunities globally, primarily through its financial services-focused investment funds.
Led by its co-founders, Bob Diamond and David Schamis, Atlas believes that changes in the regulatory landscape following the 2008 financial
crisis led to an unprecedented level of disruption and created substantial investment opportunities in the financial services sector,
broadly defined. Atlas takes a unique approach to financial services investments by taking a long-term merchant capital and partnership-based
approach that is balanced with its significant operating and technical expertise to help increase the value of its portfolio companies.
The executive and investment team at Atlas have decades of investment and operating experience, having previously held senior executive
and investment positions at leading global financial services firms including Barclays Capital, Cerberus Capital Management, Citigroup,
J.C. Flowers & Co, and Fortress Investment Group, among others.
We believe our team’s
distinctive and complementary backgrounds can have a transformative impact on a target business. Our team will deploy a proactive, thematic
sourcing strategy and will focus our efforts on companies where we believe the combination of our operating experience, transaction execution
capabilities, professional relationships and capital markets expertise can serve as catalysts to enhance the growth potential and value
of a target business and provide opportunities for an attractive return to our shareholders.
Jeff Tuder serves as our Chief Executive Officer
and a director. Mr. Tuder is currently an Operating Partner of Atlas, having joined in September 2020. Previously, Mr. Tuder
founded Tremson Capital Management, LLC to invest in undervalued public equities and to make private equity and credit investments in
partnership with a number of family offices. Prior to founding Tremson, Mr. Tuder held various investment positions at JHL Capital
Group, a multi-strategy hedge fund, KSA Capital Management, a deep value long/short equity fund, and CapitalSource Finance, where he
was a Managing Director and Head of its Special Opportunity credit investment business. Mr. Tuder began his career as a private
equity professional at Fortress Investment Group, where he underwrote and managed private equity investments for Fortress’ various
investment vehicles; Nassau Capital, LLC, which managed the private assets of Princeton University’s Endowment; and ABS Capital
Partners, a private equity firm affiliated with Alex. Brown & Sons. Mr. Tuder is currently a member of the Board of Directors
of Inseego Corporation (NASDAQ: INSG) and Unico American (NASDAQ: UNAM). Mr. Tuder received a B.A. in English Literature from Yale
College.
Michele
Cito serves as our Chief Financial Officer. Ms. Cito is Chief Financial Officer of Atlas Merchant Capital LLC, having joined in June 2014.
Ms. Cito joined Atlas as Controller and later served as Vice President of Finance and Operations prior to becoming Chief Financial
Officer. Previously, Ms. Cito worked as an Auditor at Deloitte & Touche LLP in financial services. Ms. Cito is a Certified
Public Accountant and received a B.A. in Public Accounting, and an MBA from Pace University.
Bob Diamond serves as Chairman
of our board of directors. Mr. Diamond is Founding Partner and Chief Executive Officer of Atlas Merchant Capital LLC. Until 2012,
Mr. Diamond was Chief Executive of Barclays, having previously held the position of President of Barclays, responsible for Barclays
Capital and BGI. He became an executive director of Barclays in 2005 and had been a member of the Barclays Executive Committee since 1997.
Prior to Barclays, Mr. Diamond held senior executive positions at Credit Suisse First Boston and Morgan Stanley in the United States,
Europe and Asia. Mr. Diamond worked at Credit Suisse First Boston from 1992 to 1996, where his roles included Vice Chairman and Head
of Global Fixed Income and Foreign Exchange in New York, as well as Chairman, President and CEO of Credit Suisse First Boston Pacific.
Mr. Diamond worked at Morgan Stanley from 1979 to 1992, including as the Head of European and Asian Fixed Income Trading. Mr. Diamond
is currently a member of the Board of Directors of South Street Securities Holdings, Inc., Crux Informatics and Atlas Mara Limited.
He is also a Trustee of The American Foundation of the Imperial War Museum Inc., a Life Member of The Council on Foreign Relations and
is involved in several non-profit initiatives, including being a Director of the Diamond Foundation. He is also Life Trustee and former
Chair of the Colby College Board of Trustees. Mr. Diamond received a B.A. in Economics from Colby College and an M.B.A. from the
University of Connecticut.
In August 2020, members
of our management team formed Concord I, a blank check company formed for substantially similar purposes as our company. Concord I completed
its initial public offering in December 2020, in which it sold 27.6 million units, each unit consisting of one share of Class A
common stock of Concord I and one-half of one warrant to purchase one share of Class A common stock of Concord I, for an offering
price of $10.00 per unit, generating aggregate gross proceeds of $276 million. On July 8, 2021, Concord I announced that it had entered
into a definitive business combination agreement with Circle, a global financial technology firm that enables businesses of all sizes
to harness the power of digital currencies and public blockchains for payments, commerce and financial applications worldwide. The transaction
is expected to close in the fourth quarter of 2021, subject to the approval of the shareholders of Concord I and Circle and the satisfaction
of other customary closing conditions, including applicable regulatory approvals. Each of the members of our management team serves in
the same position with Concord I, other than Mr. Tuder, who serves as the Chief Executive Officer, but is not a director, of Concord
I.
In February 2021, members
of our management team formed Concord II, a blank check company incorporated for substantially similar purposes as our company and as
Concord I. Concord II completed its initial public offering in September 2021. Each of the members of our management teams serves in
the same position with Concord II, other than Mr. Tuder, who serves as the Chief Executive Officer, but is not a director, of Concord
II.
Independent Directors and Advisors
Thomas King has agreed to
serve on our board of directors upon the effective date of the registration statement of which this prospectus forms a part. Mr. King
is an Operating Partner of Atlas. He has more than 30 years of experience in the investment banking and financial services industry. Most
recently, Mr. King served as Chief Executive Officer of Investment Banking at Barclays and Chairman of the Investment Banking Executive
Committee. Mr. King was also a member of the Barclays Group Executive Committee, which oversees all of the Barclays plc businesses.
Mr. King began his career at Salomon Brothers, which was later acquired by Citigroup. During his tenure at Citi, he served as Global
Head of Mergers and Acquisitions, Head of Investment Banking for the EMEA (Europe, Middle East and Africa) Region and Head of Corporate
and Investment Banking for the EMEA region. In 2009, Mr. King moved to Barclays Investment Bank and held several senior roles before
becoming CEO, including Head of European Investment Banking, Co-Head of Global Corporate Finance, Global Head of Investment Banking. Mr. King
received his MBA with distinction from the Wharton School, University of Pennsylvania and his Bachelor of Arts degree from Bowdoin College.
He currently serves on the Board of Directors of Radius Global Infrastructure, Inc. (LSE: RADI) (formerly known as Digital Landscape
Group, Inc.) and Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) and various private boards and Chairs the Board of Trustees
at the King School in Stamford, Connecticut.
Larry Leibowitz has agreed
to serve on our board of directors upon the effective date of the registration statement of which this prospectus forms a part. Mr. Leibowitz
is a finance and technology entrepreneur who specializes in business transformation and capital markets. Mr. Leibowitz is an Operating
Partner of Atlas, and is a Strategic Advisor and Board Director of Crux Informatics. Mr. Leibowitz currently serves on the Board
of Directors of Cowen, Inc (NASDAQ: COWN), an independent investment bank, as well as Vice Chairman of XCHG Xpansiv, an intelligent
commodities exchange focusing on renewable energy products, and is on the board of various other private companies in the cryptocurrency,
asset management technology, and digital law businesses. Most recently, Mr. Leibowitz served as Chief Operating Officer, Head of
Global Equities Markets and as a Member of the Board of Directors of NYSE Euronext, holding such positions from 2007 to 2013. Prior to
that, Mr. Leibowitz served as Chief Operating Officer of Americas Equities at UBS, Co-head of Schwab Soundview Capital Markets, and
CEO of Redibook. Mr. Leibowitz was formerly a founding partner at Bunker Capital, and Managing Director and Head of Quantitative
Trading and Equities Technology at CS First Boston. Mr. Leibowitz received a B.A. in Economics from Princeton University.
Peter Ort has agreed to serve
on our board of directors upon the effective date of the registration statement of which this prospectus forms a part. Mr. Ort is
Co-Founder of CurAlea Associates LLC, which provides customized software and advisory solutions to wealth and asset managers. Mr. Ort
is also a General Partner at Cambium Capital Partners, an early stage venture capital firm focused on advanced computing in areas such
as machine learning specific chips, quantum computing, and application specific devices. Previously, Mr. Ort spent the bulk of his
career at Goldman Sachs, where he was a Managing Director and co-head of the Hedge Fund Strategies Group, overseeing manager selection
for a $25 billion portfolio, and also worked in the firm’s Private Equity Group and Financial Institutions Group in New York and
Tokyo. Mr. Ort was also a Managing Director at Karsch Capital, an equity long/short hedge fund. Mr. Ort is a member of the board
or advisory board of a number of privately held technology companies. Mr. Ort graduated from Duke University, obtained J.D. and M.B.A.
degrees from New York University, and is a member of the New York and New Jersey State Bars. He was a Fulbright Scholar in Japan, and
is the Treasurer and a member of the board of the Fulbright Association’s New Jersey Chapter.
We will be further supported
by our advisory committee which is comprised of current and former senior executives with significant investment and operating experience
in a wide range of sub-sectors and functional areas within the financial services and financial technology industries generally. These
executives will provide us with access to their expertise and extensive industry networks from which we intend to source and evaluate
targets as well as to assist in the future value creation plans of any business that we acquire.
Key members of our advisory committee will initially
include:
Henry Helgeson, the Founder and CEO of Cayan,
a payments company which was sold to TSYS (now Global Payments) in 2018 for $1.05 billion. Mr. Helgeson grew Cayan into one of the
largest merchant acquirers in the U.S. prior to its sale. Mr. Helgeson is currently a member of the Board of Directors of Electronic
Payment Providers, Inc., Infinicept, Inc. and Resupply, Inc. We believe Mr. Helgeson’s deep operational experience, industry
relationships, domain expertise and understanding of emerging trends in the payments industry will provide us with a competitive advantage
as we evaluate merger targets both in the payments and other financial technology sectors. Mr. Helgeson also serves on the board
of directors of Concord II.
Rich Ricci, the CEO of Panmure.
Owned by Atlas’ investment fund, Panmure is a 150 year-old, UK-based middle market corporate advisory and brokerage firm. Prior
to joining Panmure, Mr. Ricci was the CEO of Barclays Capital. We believe Mr. Ricci’s geographic focus in the U.K and
Western Europe will provide us both with differentiated sourcing of potential opportunities as well as insight into overseas markets
and economies as we diligence merger targets with international operations.
Competitive Advantages
The sourcing, valuation,
diligence and execution capabilities of our management team, sponsor, Board of Directors, Advisory Committee and extended network of relationships
should provide us with a significant pipeline of opportunities from which to evaluate and select a business to merge with that will benefit
from our collective expertise. Our competitive strengths include the following:
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Extensive Network of Industry Relationships. We believe the capabilities
and connections of our management team and Sponsor within the financial services, technology, and private equity and venture capital industries
will provide us with a differentiated pipeline of acquisition opportunities that would be difficult for other participants in the market
to replicate. We believe that our industry relationships provide us with a competitive advantage not only with respect to transaction
sourcing but also with respect to our ability to conduct differentiated due diligence on a target company.
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Differentiated
Operating Experience. We believe the executive-level operational experience and expertise
resident within our management team, Board of Directors and Advisory Committee will make
us an attractive partner to our prospective combination target companies. Our management
team believes that its ability to identify and implement value creation initiatives has been
an essential driver of past performance and value creation.
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Extensive Investing Experience. We believe that our Sponsor and our management
team’s broad-based private equity experience, public equity investing and track record of identifying and sourcing attractive investment
opportunities, positions us well to appropriately evaluate potential business combinations that will be well received by the public markets.
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Execution and Structuring Capability. Our management team and sponsor believe
that our combined expertise and reputation will allow us to source and complete transactions that will provide a positive outcome for
existing owners of prospective targets while at the same time creating an attractive investment for public equity investors. These types
of transactions are typically complex and require creativity, industry knowledge and expertise, rigorous due diligence, and extensive
negotiations and documentation.
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Business Strategy
Our business strategy is
to identify and complete our initial business combination with a company that can benefit from the strategic, transactional and operational
experience of our management team to create long-term shareholder value. We will leverage the team’s broad sourcing network in our
selection process and will apply our diligence processes and structuring expertise to execute a value creating transaction.
Specifically, our strategy is to:
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utilize our deep understanding of emerging trends within the financial services and financial technology
sectors to identify the most attractive segments and to assess suitable merger candidates;
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develop a large pipeline of actionable investment opportunities through our long-standing relationships
and proprietary deal sourcing networks; and,
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leverage the strategic, transactional and operating experience of our management team and sponsor to engage
with and diligence likely business combination targets to consummate a transaction;
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Our selection process will
leverage our sponsors’ broad and deep relationship network, unique investment and industry experiences and proven deal sourcing
capabilities to access a broad spectrum of differentiated opportunities. This network has been developed through our sponsors’ decades
of experience and demonstrated success in both investing in and operating businesses both in our target sectors and across a variety of
other industries. We intend to deploy a pro-active, thematic sourcing strategy and to focus on companies
where we believe the combination of our operating experience, relationships, and capital markets expertise can be catalysts to accelerate
the target’s growth and profitability characteristics and performance over time. Upon completion of this offering, our sponsors
will engage with their networks of relationships to articulate the parameters of our target company search and begin the process of pursuing
and reviewing potential combinations.
Our team’s objectives
are to generate attractive returns for shareholders and to enhance the value of the business we combine with by improving operational
performance of the acquired company and assisting it in its transition into being a publicly-traded company. We expect to favor opportunities
with certain industry and business characteristics.
Key industry characteristics include:
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large addressable market;
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compelling long-term secular growth;
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attractive competitive dynamics; and,
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inorganic growth and consolidation opportunities.
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Key business characteristics of attractive consolidation
targets include:
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high-caliber executive and management team;
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market-leading product or service;
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potential for growth in excess of relevant industry average;
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high barriers to entry;
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solid base of recurring revenue;
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resilient to economic cycles;
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established, high-quality customer base;
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long-term customer relationships / contracts;
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attractive overall financial profile;
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opportunity for operational improvements;
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attractive steady-state margins and free cash flow characteristics; and,
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will benefit from Atlas’ long-term sponsorship as it seeks to accelerate growth in the public markets.
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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 on other considerations, factors and criteria that our management and sponsors may deem relevant.
Our selection process will leverage our sponsor’s
extensive investment sourcing network, which includes current and former industry executives within the financial services and financial
technology industries, private equity, venture capital and alternative asset managers, and lending relationships, as well as existing
relationships with the management teams of both public and private companies, investment bankers, restructuring advisers, attorneys and
accountants, which we believe should provide us with a number of attractive business combination opportunities.
Our management team and Sponsor have decades of
experience in:
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developing and fostering relationships with business owners, management teams and various types of capital
providers;
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sourcing, structuring, conducting diligence, and financing complex acquisitions;
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structuring and negotiating transaction terms favorable to investors;
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executing transactions in multiple geographies and under varying economic and financial market conditions;
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accessing the capital markets, including financing businesses and helping companies transition to public
ownership; and,
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providing strategic guidance at the board level to assist in ongoing shareholder value creation as an
independent public company.
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Atlas
and its network of operating partners have deep domain expertise within the financial services and financial technology industries as
well as broad transactional experience outside of our core focus areas, with particularly valuable experience:
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operating large, complex, global businesses;
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establishing both short and long-term strategic directions;
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navigating and adapting to challenging macro environments;
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identifying, recruiting and assessing world-class executives;
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acquiring and integrating companies;
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structuring, negotiating and financing complex transactions with multiple counterparties; and,
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developing and growing companies in various ways; both organically through new product introductions and
geographic expansion, and inorganically through acquisitions and other strategic joint-ventures and partnerships.
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Our Acquisition Process
In evaluating a prospective target business, we
expect to conduct a thorough due diligence review which may 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 that will be made
available to us.
We are not prohibited from pursuing an initial
business combination with a business that is affiliated with our sponsor, officers or directors. In the event we seek to complete our
initial business combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee of independent
and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent
accounting firm, that such initial business combination is fair to our company from a financial point of view.
The sponsors will be making
the sponsor loan to us simultaneously with the closing of this offering. Members of our management team may directly or indirectly own
our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target
business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors
may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such
officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.
Our officers and directors are from time to time
made aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have
not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise,
with respect to a business combination transaction with us.
Each of our officers and directors presently has,
and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities,
including Concord I and Concord II, pursuant to which such officer or director is or will be required to present a business combination
opportunity to such entities. These entities, including Concord I and Concord II, may compete with us for acquisition opportunities. If
these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. These conflicts may not be
resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. If any of our
officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she
has fiduciary, contractual or other obligations or duties, he or she may honor these obligations and duties to present such business combination
opportunity to such entities first, including Concord I and Concord II, and only present it to us if such entities reject the opportunity
and he or she determines to present the opportunity to us. Although we have no formal policy in place for vetting potential conflicts
of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. For more information, see
the section entitled “Management — Conflicts of Interest.”
We do not believe, however, that (aside from Concord
I and Concord II) the fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability
to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our
interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely
in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted
to undertake and would otherwise be reasonable for us to pursue.
In addition, our management
team has, and may in the future, sponsor or form other special purpose acquisition companies similar to ours or may pursue other business
or investment ventures during the period in which we are seeking an initial business combination. In particular, our management team
is currently sponsoring two other blank check companies, Concord I and Concord II. Any such companies, businesses or investments, including
Concord I and Concord II, may present additional conflicts of interest in pursuing an initial business combination. While we expect that
each of Concord I and Concord II will have priority over us with respect to acquisition opportunities until it completes its initial
business combination, our management team has significant experience in identifying and executing multiple acquisition opportunities
simultaneously, and we believe there are multiple potential opportunities within the industries and geographies of our primary focus.
Initial Business Combination
The NYSE rules require
that an initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least
80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and
excluding the deferred underwriting commissions). We refer to this as the 80% of net assets test. If our board of directors is not able
to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such
criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business
combination, although there is no assurance that will be the case.
We anticipate structuring our initial business
combination so that the post-transaction company in which our public stockholders own or acquire shares will own or acquire 100% of the
outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination
such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to
meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination
if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires
a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment
Company Act. Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, our
stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending
on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction
in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target, or issue a substantial
number of new shares to third-parties in connection with financing our initial business combination. In such cases, we would acquire a
100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders
immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial
business combination. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or
acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired by us is what will be valued
for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net
assets test will be based on the aggregate value of all of the target businesses.
Prior to the 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.
Status as a Public Company
We believe our structure will make us an attractive
business combination partner to target businesses. As an existing public company, we offer target businesses an alternative to the traditional
initial public offering through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination. In this situation, the owners of the target business would exchange their shares of stock in the target business for shares
of our stock or for a combination of shares of our stock and cash, allowing us to tailor the consideration to the specific needs of the
sellers. Although there are various costs and obligations associated with being a public company, we believe target businesses will find
this method a more certain and cost effective method to becoming a public company than the typical initial public offering. In a typical
initial public offering, there are additional expenses incurred in marketing, road show and public reporting efforts that may not be present
to the same extent in connection with a business combination with us.
Furthermore, once a proposed business combination
is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’
ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring. Once
public, we believe the target business would then have greater access to capital and an additional means of providing management incentives
consistent with stockholders’ interests. It can offer further benefits by augmenting a company’s profile among potential new
customers and vendors and aid in attracting talented employees.
We will remain an emerging growth company until
the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering,
(b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large
accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the
end of that year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible
debt securities during the prior three-year period.
Additionally, we will remain a smaller reporting
company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million
as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed
fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that year’s
second fiscal quarter.
Financial Position
With funds available for a business combination
initially in the amount of $248,150,000 assuming no redemptions (or $285,087,500 assuming no redemptions if the underwriters’ over-allotment
option is exercised in full), after payment of $8,750,000 (or $10,062,500 if the underwriters’ over-allotment option is exercised
in full) of deferred underwriting fees, in each case, after estimated offering expenses of $600,000 (and prior to any post-IPO working
capital expenses), we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital
for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are
able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have
the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business
to fit its needs and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance it will
be available to us.
Effecting our Initial Business Combination
We are not presently engaged in, and we will
not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business
combination using cash from the proceeds of this offering, the sale of the private placement warrants and the sponsor loan, our capital
stock, debt or a combination of these as the consideration to be paid in our initial business combination. We may seek to complete our
initial business combination with a company or business that may be financially unstable or in its early stages of development or growth,
which would subject us to the numerous risks inherent in such companies and businesses.
If our initial business combination is paid for
using equity or debt or not all of the funds released from the trust account are used for payment of the consideration in connection with
our initial business combination or used for redemption of our public shares, we may apply the balance of the cash released to us from
the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses,
the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase
of other businesses or for working capital.
Our officers and directors are from time to time
made aware of potential business opportunities, one or more of which we may desire to pursue, for a business combination, but we have
not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise,
with respect to a business combination transaction with us.
We may seek to raise additional funds in connection
with the completion of our initial business combination through a private offering of equity securities or debt securities or loans, and
we may effectuate our initial business combination using the proceeds of such offerings or loans rather than using the amounts held in
the trust account.
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 applicable law or we decide to do so for business or other reasons,
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.
Selection of a target business and structuring of our initial business
combination
The NYSE rules require that an initial business
combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held
in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any
deferred underwriting discount). The fair market value of the target or targets will be determined by our board of directors based upon
one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses.
If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain
an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, with respect
to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction
with our initial business combination, although there is no assurance that will be the case. Subject to this requirement, our management
will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will
not be permitted to effectuate our initial business combination solely with another blank check company or a similar company with nominal
operations.
In any case, we will only complete an initial
business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or
otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company
under the Investment Company Act. If less than 100% of the outstanding equity interests or assets of a target business or businesses are
owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired by us is what
will be valued for purposes of the 80% of net assets test. There is no basis for investors in this offering to evaluate the possible merits
or risks of any target business with which we may ultimately complete our initial business combination.
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 of the significant risk factors.
In evaluating a prospective target business, we
expect to conduct a thorough due diligence review which may 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 that 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.
Lack of business diversification
For an indefinite period of time after the completion
of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business.
By completing our initial business combination
with only a single entity our lack of diversification may subject us to numerous economic, competitive and regulatory risks. Further,
we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other
entities which may have the resources to complete several business combinations in different industries or different areas of a single
industry. Accordingly, the prospects for our success may be:
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solely dependent upon the performance of a single business, property or asset; or
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dependent upon the development or market acceptance of a single or limited number of products, processes or services.
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This lack of diversification may subject us to
numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry
in which we may operate subsequent to our initial business combination.
Limited ability to evaluate the target’s management team
Although we intend to closely scrutinize the management
of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our
assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the
necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team,
if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more of our directors will
remain associated in some capacity with us following our initial business combination, it is highly unlikely that any of them will devote
their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management
team will have significant experience or knowledge relating to the operations of the particular target business.
We cannot assure you that any of our key personnel
will remain in senior management or advisory positions with the post-business combination 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 cannot assure you that we will
have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary
to enhance the incumbent management.
Stockholders may not have the ability to approve our initial business
combination
We may conduct redemptions without a stockholder
vote pursuant to the tender offer rules of the SEC. However, we will seek stockholder approval if it is required by applicable law
or stock exchange rule, or we may decide to seek stockholder approval for business or other reasons. Presented in the table below is a
graphic explanation of the types of initial business combinations we may consider and whether stockholder approval is currently required
under Delaware law for each such transaction.
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Type of Transaction
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Whether
Stockholder
Approval is
Required
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Purchase of assets
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No
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Purchase of stock of target not involving a merger with the company
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No
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Merger of target into a subsidiary of the company
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No
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Merger of the company with a target
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Yes
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Under the NYSE’s listing rules, stockholder
approval would typically be required for our initial business combination if, for example:
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we issue (other than in a public offering for cash) shares of common stock that will either (a) be equal to or in excess of 20%
of the number of shares of common stock then outstanding or (b) have voting power equal to or in excess of 20% of the voting power
then outstanding;
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any of our directors, officers or substantial security holders (as defined by the NYSE rules) has a 5% or greater interest, directly
or indirectly, in the target business or assets to be acquired and if the number of shares of common stock to be issued, or if the number
of shares of common stock into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of shares
of common stock or 1% of the voting power outstanding before the issuance in the case of any of our directors and officers or (b) 5%
of the number of shares of common stock or 5% of the voting power outstanding before the issuance in the case of any substantial security
holders; or
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the issuance or potential issuance will result in our undergoing a change of control.
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The decision as to whether we will seek stockholder
approval of a proposed business combination in those instances in which stockholder approval is not required by applicable law or stock
exchange rule will be made by us, solely in our discretion, and will be based on business and other reasons, which include a variety
of factors, including, but not limited to:
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the timing of the transaction, including in the event we determine stockholder approval would require additional time and there is
either not enough time to seek stockholder approval or doing so would place the company at a disadvantage in the transaction or result
in other additional burdens on the company;
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the expected cost of holding a stockholder vote;
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the risk that the stockholders would fail to approve the proposed business combination;
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other time and budget constraints of the company; and
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additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to stockholders.
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Permitted purchases and other transactions with respect to our securities
In the event we seek stockholder approval of our
initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender
offer rules, our sponsors, directors, officers, advisors or any of their respective affiliates may purchase public shares or warrants
in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination.
There is no limit on the number of securities such persons may purchase. Additionally, at any time at or prior to our initial business
combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsors, directors,
officers, advisors or any of their respective affiliates may enter into transactions with investors and others to provide them with incentives
to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However,
they have no current commitments, plans or intentions to engage in such purchases or other transactions and have not formulated any terms
or conditions for any such purchases or other transactions. None of the funds held in the trust account will be used to purchase public
shares or warrants in such transactions. Such persons will be subject to restrictions in making any such purchases when they are in possession
of any material non-public information or if such purchases are prohibited by Regulation M under the Exchange Act. Such a purchase may
include a contractual acknowledgement that such stockholder, although still the record holder of our shares, is no longer the beneficial
owner thereof and therefore agrees not to exercise its redemption rights. We will adopt an insider trading policy which will require insiders
to (1) refrain from purchasing securities during certain blackout periods and when they are in possession of any material non-public
information and (2) clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders
will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited
to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a
Rule 10b5-1 plan or determine that such a plan is not necessary.
In the event that our sponsors, directors, officers,
advisors or any of their respective affiliates purchase public shares in privately negotiated transactions from public stockholders who
have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling
stockholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business
combination. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under
the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers
determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with
such rules.
The purpose of any such transaction could be to
(1) vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval
of the initial business combination, (2) reduce the number of public warrants outstanding or to vote such warrants on any matters
submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition
in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business
combination, where it appears that such requirement would otherwise not be met. Any such transactions may result in the completion of
our initial business combination that may not otherwise have been possible.
In addition, if such purchases are made, the public
“float” of our shares of Class A common stock or warrants may be reduced and the number of beneficial holders of our
securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a
national securities exchange.
Our sponsors, officers, directors, advisors and/or
any of their respective affiliates anticipate that they may identify the stockholders with whom our sponsors, officers, directors, advisors
or any of their respective affiliates may pursue privately negotiated transactions by either the stockholders contacting us directly or
by our receipt of redemption requests submitted by stockholders (in the case of public shares) following our mailing of proxy materials
in connection with our initial business combination. To the extent that our sponsors, officers, directors, advisors or any of their respective
affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming stockholders who have
expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination.
Such persons would select the stockholders from whom to acquire shares based on the number of shares available, the negotiated price per
share and such other factors as any such person may deem relevant at the time of purchase. The price per share paid in any such transaction
may be different than the amount per share a public stockholder would receive if it elected to redeem its shares in connection with our
initial business combination. Our sponsors, officers, directors, advisors or any of their respective affiliates will be restricted from
purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.
Any purchases by our sponsors, officers, directors
and/or any of their respective affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will be restricted
unless such purchases are made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and
Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe
harbor to be available to the purchaser. Our sponsors, officers, directors and/or any of their respective affiliates will be restricted
from making purchases of common stock if such purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
Redemption rights for public stockholders upon completion of our
initial business combination
We will provide our public
stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion of our initial business
combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as
of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of
taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein. At completion of
the business combination, we will be required to purchase any public shares properly delivered for redemption and not withdrawn. The
amount in the trust account is initially anticipated to be $10.20 per public share. The per share amount we will distribute to investors
who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption
rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be
no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholders,
officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights
with respect to any founder shares, private placement shares and any public shares held by them in connection with the completion of
our initial business combination.
Manner of conducting redemptions
We will provide our public stockholders with the
opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination
either: (1) in connection with a stockholder meeting called to approve the business combination; or (2) by means of a tender
offer. Except as required by applicable law or stock exchange rules, the decision as to whether we will seek stockholder approval of a
proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of
factors such as the timing of the transaction. Asset acquisitions and stock purchases would not typically require stockholder approval
while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common
stock or seek to amend our amended and restated certificate of incorporation would typically require stockholder approval. If we structure
a business combination transaction with a target company in a manner that requires stockholder approval, we will not have discretion as
to whether to seek a stockholder vote to approve the proposed business combination. We intend to conduct redemptions without a stockholder
vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by applicable law or stock exchange listing
requirement or we choose to seek stockholder approval for business or other reasons.
If a stockholder vote is not required and we do
not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation:
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conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and
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file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same
financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of
the Exchange Act, which regulates the solicitation of proxies.
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Upon the public announcement of our initial business
combination, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A
common stock in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the
Exchange Act.
In the event we conduct
redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with
Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration
of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified
number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause
our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001 following such redemptions
or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination.
If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial
business combination, and we instead may search for an alternate business combination (including, potentially, with the same target).
If, however, stockholder approval of the transaction
is required by applicable law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other
reasons, we will, pursuant to our amended and restated certificate of incorporation:
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conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the
solicitation of proxies, and not pursuant to the tender offer rules; and
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file proxy materials with the SEC.
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We expect that a final proxy statement would be
mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be
made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions
in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and
procedural requirements of Regulation 14A in connection with any stockholder vote even if we are not able to maintain our NYSE listing
or Exchange Act registration.
In the event that we seek stockholder approval
of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public stockholders
with the redemption rights described above upon completion of the initial business combination.
If we seek stockholder approval, we will complete
our initial business combination only if a majority of the outstanding shares of our common stock voted are voted in favor of the business
combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock
of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote
at such meeting. Our initial stockholders, officers and directors will count towards this quorum and have agreed to vote any founder shares,
private placement shares and any public shares held by them in favor of our initial business combination. These quorum and voting thresholds
and agreements, may make it more likely that we will consummate our initial business combination. Each public stockholder may elect to
redeem its public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.
In addition, our initial stockholders have entered into a letter agreement with us, pursuant to which they have agreed to waive their
redemption rights with respect to any founder shares, private placement shares and any public shares held by them in connection with the
completion of a business combination.
Our amended and restated certificate of incorporation
will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets, after payment of
the deferred underwriting commissions, to be less than $5,000,001 following such redemptions. Redemptions of our public shares may also
be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination.
For example, the proposed business combination may require: (1) cash consideration to be paid to the target or its owners; (2) cash
to be transferred to the target for working capital or other general corporate purposes; or (3) the retention of cash to satisfy
other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we
would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required
to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to
us, we will not complete the business combination or redeem any shares, all shares of common stock submitted for redemption will be returned
to the holders thereof, and we instead may search for an alternate business combination (including, potentially, with the same target).
Limitation on redemption upon completion of our initial business
combination if we seek stockholder approval
Notwithstanding the foregoing redemption rights,
if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate
of 15% of the shares sold in this offering, which we refer to as the “Excess Shares,” without our prior consent. We believe
the restriction described above will discourage stockholders from accumulating large blocks of shares and subsequent attempts by such
holders to use their ability to redeem their shares as a means to force us or our sponsors or their affiliates to purchase their shares
at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding
more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business
combination if such holder’s shares are not purchased by us or our sponsors or their affiliates at a premium to the then-current
market price or on other undesirable terms. By limiting our stockholders’ ability to redeem to no more than 15% of the shares sold
in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to
complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing
condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders’ ability
to vote all of their shares (including Excess Shares) for or against our initial business combination.
Tendering stock certificates in connection with a tender offer or
redemption rights
We may require our public stockholders seeking
to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender
their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders,
or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials
or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At
Custodian) System, rather than simply voting against the initial business combination at the holder’s option. The tender offer or
proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination
will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which will include the requirement that
a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public stockholder would have from the
time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the scheduled
vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise
its redemption rights. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the
case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder
vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing
additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Given the relatively short exercise
period, it is advisable for stockholders to use electronic delivery of their public shares.
There is a nominal cost associated with the above-referenced
tendering process and the act of certificating the shares or delivering them through The Depository Trust Company’s DWAC (Deposit/Withdrawal
At Custodian) System. The transfer agent will typically charge the tendering broker a fee of approximately $80 and it would be up to the
broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we
require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising
redemption rights regardless of the timing of when such delivery must be effectuated.
The foregoing is different from the procedures
used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check
companies would distribute proxy materials for the stockholders’ vote on an initial business combination, and a holder could simply
vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her
redemption rights. After the business combination was approved, the company would contact such stockholder to arrange for him or her to
deliver his or her certificate to verify ownership. As a result, the stockholder then had an “option window” after the completion
of the business combination during which he or she could monitor the price of the company’s stock in the market. If the price rose
above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to
the company for cancellation. As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder
meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder
delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s
election to redeem is irrevocable once the business combination is approved.
Any request to redeem such shares, once made,
may be withdrawn at any time up to the date set forth in the tender offer materials or two business days prior to the scheduled date of
the stockholder meeting set forth in our proxy materials, as applicable (unless we elect to allow additional withdrawal rights). Furthermore,
if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior
to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate
(physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem
their shares will be distributed promptly after the completion of our initial business combination.
If our initial business combination is not approved
or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem
their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered
by public holders who elected to redeem their shares.
If our initial proposed business combination
is not completed, we may continue to try to complete a business combination until 18 months from the closing of this offering or during
any Extension Period.
Redemption of public shares and liquidation if no initial business
combination
Our amended and restated certificate of
incorporation provides that we will have only 18 months (or up to 24 months from the closing of this offering if we extend the
period of time to consummate a business combination) from the closing of this offering to complete our initial business combination.
If we have not completed our initial business combination within such period or during any Extension Period, we will: (1) cease
all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account, including interest not previously released to us to pay our taxes (which interest shall be net of taxes payable) and
up to $100,000 of such net interest to pay dissolution expenses, divided by the number of then outstanding public shares, which
redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further
liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the
approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption
rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial
business combination within the prescribed time period.
Our initial stockholders, officers and directors
have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust
account with respect to any founder shares and private placement shares held by them if we fail to complete our initial business combination
within the prescribed time period. However, if our sponsors or any of our officers, directors or any of their respective affiliates then
hold any public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if
we fail to complete our initial business combination within the allotted time frame to complete our initial business combination.
Our sponsors, officers and directors have
agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of
incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial
business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within 18
months (or up to 24 months, as applicable) from the closing of this offering or (B) with respect to any other provision
relating to stockholders’ rights or pre-initial business combination activity, unless we provide our public stockholders with
the opportunity to redeem their shares of Class A 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 (which interest shall be net
of taxes payable), divided by the number of then outstanding public shares. However, we may not redeem our public shares in an
amount that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than $5,000,001
following such redemptions.
We expect that all costs and expenses associated
with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the estimated
$1,900,000 of proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose.
However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the
extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us
an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.
If we were to expend all of the net proceeds
of this offering, the sale of the private placement warrants and the sponsor loan, other than the proceeds deposited in the trust account,
and without taking into account interest, if any, earned on the trust account and any tax payments or expenses for the dissolution of
the trust, the per-share redemption amount received by stockholders upon our dissolution would be $10.20. The proceeds deposited in the
trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public
stockholders. We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less
than $10.20. Please see “Risk Factors — If third parties bring claims against us, the proceeds held in the trust account
could be reduced and the per-share redemption amount received by stockholders may be less than $10.20 per share” and other risk
factors described above. Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to
be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be
paid or provided for before we make any distribution of our remaining assets to our stockholders. While we intend to pay such amounts,
if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.
Although we will seek to have all vendors,
service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with
which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the
trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they
execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent
inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver,
in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account.
If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform
an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver
if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples
of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant
whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would
agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there
is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any
negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect
the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third
party for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction
agreement, reduce the amount of funds in the trust account to below (1) $10.20 per public share; or (2) such lesser amount
per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the
trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party
who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the
underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that
an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability
for such third-party claims. We have not independently verified whether our sponsor, which is a newly formed entity, has sufficient funds
to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company and, therefore, our
sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations. Therefore, we cannot
assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against
the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.20 per
public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount
per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by
third parties including, without limitation, claims by vendors and prospective target businesses.
In the event that the proceeds in the trust
account are reduced below: (1) $10.20 per public share; or (2) such lesser amount per public share held in the trust account
as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the amount
of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations
or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take
legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors
would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent
directors in exercising their business judgment may choose not to do so in certain instances. For example, the cost of such legal action
may be deemed by the independent directors to be too high relative to the amount recoverable or the independent directors may determine
that a favorable outcome is not likely. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share
redemption price will not be substantially less than $10.20 per public share. Please see “Risk Factors — If third parties
bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders
may be less than $10.20 per share” and other risk factors described above.
We will seek to reduce the possibility that
our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers
(other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business
execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor
will also not be liable as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including
liabilities under the Securities Act. We will have access to up to an estimated $1,900,000 from the proceeds of this offering, the sale
of the private placement warrants and the sponsor loan, with which to pay any such potential claims (including costs and expenses incurred
in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and
it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust
account could be liable for claims made by creditors. In the event that our offering expenses exceed our estimate of $600,000, we may
fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held
outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than
our estimate of $600,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.
Under the DGCL, stockholders may be held liable
for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion
of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our
initial business combination within the required time period may be considered a liquidating distribution under Delaware law. If the corporation
complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all
claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day
period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions
are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s
pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the
third anniversary of the dissolution.
Furthermore, if the pro rata portion of our
trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial
business combination within the required time period, is not considered a liquidating distribution under Delaware law and such redemption
distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors
could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.
If we have not completed our initial business combination within 18 months from the closing of this offering or during any Extension
Period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but
not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest not previously released to us to pay our taxes (less up to $100,000 of interest
to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding public shares,
which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further
liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware
law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public
shares as soon as reasonably possible following the end of our acquisition period and, therefore, we do not intend to comply with those
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,
Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment
of all existing and pending claims or claims that may be potentially brought against us within the subsequent ten years. However, because
we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target
businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective
target businesses. As described above, pursuant to the obligation contained in our underwriting agreement, we will seek to have all vendors,
service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with
which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the
trust account.
As a result of this obligation, the claims
that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending
to the trust account is remote. Further, our sponsor may be liable only to the extent necessary to ensure that the amounts in the trust
account are not reduced below: (1) $10.20 per public share; or (2) such lesser amount per public share held in the trust account
as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the amount
of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights
to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain
liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against
a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.
If we file a bankruptcy petition or an involuntary
bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable
bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims
of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.20
per share to our public stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against
us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy
laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could
seek to recover some or all amounts received by our stockholders. Furthermore, our board of directors may be viewed as having breached
its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive
damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that
claims will not be brought against us for these reasons. Please see “Risk Factors — If, after we distribute the proceeds
in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against
us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed
as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of
punitive damages.”
A public stockholder will be entitled to
receive funds from the trust account only upon the earliest to occur of: (1) the completion of our initial business combination
and then, only in connection with those public shares that such stockholder has properly elected to redeem, subject to the
limitations described in this prospectus; (2) the redemption of any public shares properly submitted in connection with a
stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our
obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we do
not complete our initial business combination within 18 months (or up to 24 months, as applicable) from the closing of this offering
or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity;
and (3) the redemption of all of our public shares if we have not completed our initial business combination within 18 months
from the closing of this offering or any Extension Period, subject to applicable law. In no other circumstances will a public
stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in
connection with our initial business combination, a stockholder’s voting in connection with our initial business combination
alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account.
Such stockholder must have also exercised its redemption rights described above. Holders of warrants will not have any rights of
proceeds held in the trust account with respect to the warrants.
Amended and Restated Certificate of Incorporation
Our amended and restated certificate of
incorporation 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 seek to amend any provisions of our amended and restated certificate of
incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial
business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months
(or up to 24 months, as applicable) from the closing of this offering or (B) with respect to any other provision relating to
stockholders’ rights or pre-initial business combination activity, we will provide public stockholders with the opportunity to
redeem their public shares in connection with any such vote. Our initial stockholders, officers and directors have agreed to waive
any redemption rights with respect to any founder shares, private placement shares and any public shares held by them in connection
with any such amendment. Specifically, our amended and restated certificate of incorporation will provide, 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, in connection with which, stockholders may seek to redeem their shares without
voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction, into their pro rata share of the
aggregate amount then on deposit in the trust account, calculated as of two business days prior to the completion of our initial business
combination, including interest (which interest shall be net of taxes payable); or (2) provide our public stockholders with the opportunity
to tender 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, calculated as of two business days prior to the completion
of our initial business combination, including interest (which interest shall be net of taxes payable), in each case subject to the limitations
described herein;
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we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation
and, solely if we seek stockholder approval, a majority of the outstanding shares of our common stock voted are voted in favor of the
business combination at a duly held stockholders meeting;
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if
we have not completed our initial business combination within 18 months from the closing
of this offering (or up to 24 months from the closing of this offering if we extend the period
of time to consummate a business combination by up to an additional six months, subject to the
sponsor depositing additional funds into the trust account as described herein), we will:
(1) cease all operations except for the purpose of winding up; (2) as promptly
as reasonably possible but not more than ten business days thereafter, redeem the public
shares, at a per per-share price, payable in cash, equal to the aggregate amount then on
deposit in the trust account, including interest (which interest shall be net of taxes payable,
and less up to $100,000 of interest to pay dissolution expenses), divided by the number of
then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidating distributions,
if any); and (3) as promptly as reasonably possible following such redemption, subject
to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
subject in each case to our obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law; 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 (1) receive funds from the trust account or (2) vote pursuant to our amended and restated certificate of incorporation on
any initial business combination or any amendments to our amended and restated certificate of incorporation.
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These provisions cannot be amended without the
approval of holders of at least 65% of our outstanding common stock.
Additionally, our amended and restated certificate
of incorporation will provide that, prior to our initial business combination, only holders of our Class B common stock will have
the right to vote on the election of directors and that holders of a majority of the outstanding shares of our Class B common stock
may remove a member of the board of directors for any reason. These provisions of our amended and restated certificate of incorporation
may only be amended if approved by holders of a majority of at least 90% of the outstanding shares of our common stock voting at a stockholder
meeting.
Unless specified in our amended and restated certificate
of incorporation or bylaws, or as required by applicable law or stock exchange rules, the affirmative vote of holders of a majority of
the outstanding shares of our common stock that are voted is required to approve any such matter voted on by our stockholders.
Comparison of redemption or purchase prices in connection with our
initial business combination and if we fail to complete our initial business combination
The following table compares the redemptions
and other permitted purchases of public shares that may take place in connection with the completion of our initial business combination
and if we have not completed our initial business combination within 18 months from the closing of this offering or during any Extension
Period.
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Redemptions in Connection
with our Initial Business
Combination
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Other Permitted Purchases
of Public Shares by our
Affiliates
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Redemptions if we
fail to Complete
an Initial Business
Combination
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Calculation
of redemption price
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Redemptions at the
time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption
price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either
case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust
account, calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated
to be $10.20 per public share), including interest (which interest shall be net of taxes payable), divided by the number of then
outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our
net tangible assets to be less than $5,000,001 following such redemptions, and any limitations (including but not limited to cash
requirements) agreed to in connection with the negotiation of terms of a proposed business combination.
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If we seek stockholder
approval of our initial business combination, our sponsors, directors, officers, advisors or any of their respective affiliates may
purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial
business combination. Such purchases will be restricted except to the extent such purchases are able to be made in compliance with
Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the
Exchange Act. None of the funds in the trust account will be used to purchase shares in such transactions.
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If we have not completed
our initial business combination within 18 months from the closing of this offering or during any Extension Period, we will redeem
all public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (which
is initially anticipated to be $10.20 per public share), including interest (which interest shall be net of taxes payable, and less
up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares.
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Impact to remaining stockholders
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The redemptions in connection
with our initial business combination will reduce the book value per share for our remaining stockholders,
who will bear the burden of the deferred underwriting commissions and interest withdrawn in order
to pay our taxes (to the extent not paid from amounts accrued as interest on the funds held in
the trust account).
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If the permitted purchases described above are made, there will be no impact to our remaining stockholders because the purchase price would not be paid by us.
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The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions.
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Comparison of This Offering to Those of Blank Check Companies Subject
to Rule 419
The following table compares the terms of this
offering to the terms of an offering by a blank check company subject to the provisions of Rule 419. This comparison assumes that
the gross proceeds, underwriting commissions and underwriting expenses of our offering would be identical to those of an offering undertaken
by a company subject to Rule 419, and that the underwriters will not exercise their over-allotment option. None of the provisions
of Rule 419 apply to our offering.
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Terms
of Our Offering
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Terms
Under a Rule 419 Offering
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Escrow
of offering proceeds
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The rules of the NYSE
provide that at least 90% of the gross proceeds from this offering and the sale of the private placement
warrants be deposited in a trust account.
$255,000,000 of the net proceeds of this offering, the sale
of the private placement warrants and the sponsor loan will be deposited into a U.S.-based trust account at Morgan Stanley, with
Continental Stock Transfer & Trust Company acting as trustee.
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Approximately $212,625,000
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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$255,000,000 of the net offering
proceeds, the sale of the private placement warrants and the sponsor loan held in trust will be
invested only in U.S. government treasury bills with a maturity of 185 days or less or in money
market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7
under the Investment Company Act.
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Proceeds could be invested
only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are
direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
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Receipt
of interest on escrowed funds
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Interest on proceeds from the trust account to be paid to stockholders
is reduced by: (1) any taxes paid or payable; and (2) in the event of our liquidation for failure to complete our initial
business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient
working capital to fund the costs and expenses of our dissolution and liquidation.
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Interest on funds in
escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us
in connection with our completion of a business combination.
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Limitation
on fair value or net assets of target business
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The NYSE rules require that an initial business combination
must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in
the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the deferred
underwriting commissions).
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The fair value or net assets of a target business
must represent at least 80% of the maximum offering proceeds.
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Trading of securities issued
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The units will
begin trading on or promptly after the date of this prospectus. The Class A common stock
and warrants constituting the units will begin separate trading on the 52nd day
following the date of this prospectus (or, if such date is not a business day, the following
business day) unless Citigroup Global Markets Inc. and Cowen and Company, LLC inform us of
their decision to allow earlier separate trading, subject to our having filed the Current
Report on Form 8-K described below and having issued a press release announcing when
such separate trading will begin. We will file the Current Report on Form 8-K promptly
after the closing of this offering. If the underwriters’ over-allotment option is exercised
following the initial filing of such Current Report on Form 8-K, a second or amended
Current Report on Form 8-K will be filed to provide updated financial information to
reflect the exercise of the underwriters’ over-allotment option.
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No trading of the units or the underlying common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
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Exercise of the warrants
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The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering.
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The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.
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Election to remain an investor
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We will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of our initial business combination, including interest, which interest shall be net of taxes payable, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange rules to hold a stockholder vote. If we are not required by applicable law or stock exchange rules and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of our common stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Additionally, each public stockholder may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction.
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A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a stockholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued.
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Business
combination deadline
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If we have
not completed an initial business combination within 18 months from the closing of this offering or during any Extension Period,
we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not
more than ten business days thereafter, redeem the public shares, at a per per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if
any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders
and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims
of creditors and the requirements of other applicable law.
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If an acquisition
has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the
trust or escrow account are returned to investors.
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Release
of funds
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Except with respect to interest earned on the funds
held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be
released from the trust account until the earliest of: (1) the completion of our initial business combination; (2) the
redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated
certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with
our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination
within 18 months (or up to 24 months, as applicable) from the closing of this offering or (B) with respect to any other
provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of all of
our public shares if we have not completed our initial business combination within 18 months from the closing of this offering or
any Extension Period, subject to applicable law.
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The proceeds held in the escrow account are not
released until the earlier of the completion of a business combination and the failure to effect a business combination within the
allotted time.
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Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote
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If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect Excess Shares (more than an aggregate of 15% of the shares sold in this offering), without our prior consent. Our public stockholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions.
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Most blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination.
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Tendering stock certificates in connection with a tender offer or redemption rights
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We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders or up to two business days prior to the scheduled vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the scheduled vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.
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In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such stockholders to arrange for them to deliver their certificate to verify ownership.
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Competition
We expect to encounter intense competition from
other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),
other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire,
including Concord I and Concord II.
Many of these individuals and entities are
well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating
in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more
local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these
competitors. While we believe there will be numerous target businesses we could potentially acquire with the net proceeds of this offering,
the sale of the private placement warrants and the sponsor loan, our ability to compete with respect to the acquisition of certain target
businesses that are sizable will be limited by our available financial resources. Our sponsors or any of its affiliates may make additional
investments in us, although our sponsors have no obligation or other duty to do so. This inherent competitive limitation gives others
an advantage in pursuing the acquisition of certain target businesses. Furthermore, our obligation to pay cash in connection with our
public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination
and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by target businesses. Any
of these factors may place us at a competitive disadvantage in successfully negotiating and completing an initial business combination.
Facilities
We currently maintain our executive offices at
477 Madison Avenue, New York, NY 10022. The cost for this space is included in the $20,000 per month fee that we will pay an affiliate
of our sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.
Employees
We currently have two officers and do not intend
to have any full-time employees prior to the completion of our initial business combination. Members of our management team are not obligated
to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs
until we have completed our initial business combination. The amount of time that any such person will devote in any time period to our
company will vary based on whether a target business has been selected for our initial business combination and the current stage of the
business combination process.
Periodic Reporting and Financial Information
We will register our units, Class A 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 reports will contain financial statements
audited and reported on by our independent registered public accounting firm.
We will provide stockholders with audited financial
statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to stockholders
to assist them in assessing the target business. These financial statements may be required to be prepared in accordance with, or be reconciled
to, GAAP or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with
PCAOB standards. These financial statement requirements may limit the pool of potential target businesses we may acquire because some
targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal
proxy rules and complete our initial business combination within the prescribed time frame. While this may limit the pool of potential
business combination candidates, we do not believe that this limitation will be material.
We will be required to evaluate our internal control
procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to
be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply
with the independent registered public accounting firm attestation requirements on our internal control over financial reporting. A target
business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development
of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary
to complete any such acquisition.
Prior to the effectiveness of the registration
statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register
our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated
under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the
Exchange Act prior or subsequent to the 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 end of that year’s
second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during
the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the
JOBS Act.
Additionally, we are a “smaller reporting
company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure
obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting
company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250
million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed
fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that year’s second
fiscal quarter.
Legal Proceedings
There is no material litigation, arbitration or
governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we and the members
of our management team have not been subject to any such proceeding in the 12 months preceding the date of this prospectus.
MANAGEMENT
Directors, Director Nominees and Executive Officers
Our directors, director nominees and officers
are as follows:
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Name
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Age
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Title
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Jeff Tuder
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48
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Chief Executive Officer
and Director
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Michele Cito
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32
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Chief Financial Officer
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Bob Diamond
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70
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Chairman of the Board
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Peter Ort
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50
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Director Nominee
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Thomas King
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60
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Director Nominee
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Larry Leibowitz
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60
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Director Nominee
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Jeff Tuder serves
as our Chief Executive Officer and a director. Mr. Tuder is currently an Operating Partner of Atlas, having joined in September 2020.
Since August 2020, Mr. Tuder has been the Chief Executive Officer of Concord I and since February 2021, Mr. Tuder
has also been the Chief Executive Officer of Concord II. Previously, Mr. Tuder founded Tremson Capital Management, LLC to invest
in undervalued public equities and to make private equity and credit investments in partnership with a number of family offices. Prior
to founding Tremson, Mr. Tuder held various investment positions at JHL Capital Group, a $3 billion multi-strategy hedge fund, KSA
Capital Management, a deep value long/short equity fund, and CapitalSource Finance, where he was a Managing Director and Head of its
Special Opportunity credit investment business. Mr. Tuder began his career as a private equity professional at Fortress Investment
Group, where he underwrote and managed private equity investments for Fortress’ various investment vehicles; Nassau Capital, LLC,
which managed the private assets of Princeton University’s Endowment; and ABS Capital Partners, a private equity firm affiliated
with Alex. Brown & Sons. Mr. Tuder is currently a member of the Board of Directors of Inseego Corporation (NASDAQ: INSG)
and Unico American (NASDAQ: UNAM). Mr. Tuder received a B.A. in English Literature from Yale College. We believe Mr. Tuder
is well qualified to serve on our board of directors due to his extensive experience in investing, as well as his experience serving
on public company boards.
Michele
Cito serves as our Chief Financial Officer. Ms. Cito is Chief Financial Officer of Atlas Merchant Capital LLC, having
joined in June 2014. Ms. Cito joined Atlas as Controller and later served as Vice President of Finance and Operations prior
to becoming Chief Financial Officer. Since August 2020, Ms. Cito has been the Chief Financial Officer of Concord I and since
February 2021, Ms. Cito has also been the Chief Financial Officer of Concord II. Previously, Ms. Cito worked as an Auditor
at Deloitte & Touche LLP in financial services. Ms. Cito is a Certified Public Accountant and received a B.A. in Public
Accounting, and an MBA from Pace University.
Bob
Diamond serves as Chairman of our board of directors. Mr. Diamond is Founding Partner and Chief Executive Officer of Atlas
Merchant Capital LLC. Since August 2020, Mr. Diamond has been the Chairman of Concord I and since February 2021, Mr. Diamond
has also been the Chairman of Concord II. Until 2012, Mr. Diamond was Chief Executive of Barclays, having previously held the position
of President of Barclays, responsible for Barclays Capital and Barclays Global Investors (“BGI”). He became an executive director
of Barclays in 2005 and had been a member of the Barclays Executive Committee since 1997. Prior to Barclays, Mr. Diamond held senior
executive positions at Credit Suisse First Boston and Morgan Stanley in the United States, Europe and Asia. Mr. Diamond worked at
Credit Suisse First Boston from 1992 to 1996, where his roles included Vice Chairman and Head of Global Fixed Income and Foreign Exchange
in New York, as well as Chairman, President and CEO of Credit Suisse First Boston Pacific. Mr. Diamond worked at Morgan Stanley from
1979 to 1992, including as the Head of European and Asian Fixed Income Trading. Mr. Diamond is currently a member of the Board of
Directors of South Street Securities Holdings, Inc., Crux Informatics and Atlas Mara Limited. He is also a Trustee of The American
Foundation of the Imperial War Museum Inc., a Life Member of The Council on Foreign Relations and is involved in several non-profit initiatives,
including being a Director of the Diamond Foundation. He is also Life Trustee and former Chair of the Colby College Board of Trustees.
Mr. Diamond received a B.A. in Economics from Colby College and an M.B.A. from the University of Connecticut. We believe Mr. Diamond
is well qualified to serve on our board of directors due to his extensive experience in investing, investment banking and finance, as
well as his experience serving on public and private company boards.
Peter
Ort has agreed to serve on our board of directors. Mr. Ort is Co-Founder of CurAlea Associates LLC, which provides customized
software and advisory solutions to wealth and asset managers. Mr. Ort is also a General Partner at Cambium Capital Partners, an
early stage venture capital firm focused on advanced computing in areas such as machine learning specific chips, quantum computing, and
application specific devices. Previously, Mr. Ort spent the bulk of his career at Goldman Sachs, where he was a Managing Director
and co-head of the Hedge Fund Strategies Group, overseeing manager selection for a $25 billion portfolio, and also worked in the firm’s
Private Equity Group and Financial Institutions Group in New York and Tokyo. Mr. Ort was also a Managing Director at Karsch Capital,
a $3 billion equity long/short hedge fund. Mr. Ort also serves on the Boards of Directors of Concord I and Concord II, and is a
member of the board or advisory board of a number of privately held technology companies. Mr. Ort graduated from Duke University,
obtained J.D. and M.B.A. degrees from New York University, and is a member of the New York and New Jersey State Bars. He was a Fulbright
Scholar in Japan, and is the Treasurer and a member of the board of the Fulbright Association’s New Jersey Chapter. We believe
Mr. Ort is well qualified to serve on our board of directors due to his experience in investing in technology companies and in investment
banking.
Thomas
King has agreed to serve on our board of directors. Mr. King is an Operating Partner of Atlas. He has more than 30 years
of experience in the investment banking and financial services industry. Most recently, Mr. King served as Chief Executive Officer
of Investment Banking at Barclays and Chairman of the Investment Banking Executive Committee. Mr. King was also a member of the
Barclays Group Executive Committee, which oversees all of the Barclays plc businesses. Mr. King began his career at Salomon Brothers,
which was later acquired by Citigroup. During his tenure at Citi, he served as Global Head of Mergers and Acquisitions, Head of Investment
Banking for the EMEA (Europe, Middle East and Africa) Region and Head of Corporate and Investment Banking for the EMEA region. In 2009,
Mr. King moved to Barclays Investment Bank and held several senior roles before becoming CEO, including Head of European Investment
Banking, Co-Head of Global Corporate Finance, Global Head of Investment Banking. Mr. King received his MBA with distinction
from the Wharton School, University of Pennsylvania and his Bachelor of Arts degree from Bowdoin College. He currently serves on the
Boards of Directors of Concord I and Concord II, the Boards of Directors of Radius Global Infrastructure, Inc. (LSE: RADI) (formerly
known as Digital Landscape Group, Inc.) and Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) and various private boards and
Chairs the Board of Trustees at the King School in Stamford, Connecticut. We believe Mr. King is well qualified to serve on our
board of directors due to his extensive experience in investment banking and financial services, as well as his experience serving on
public and private company boards.
Larry
Leibowitz has agreed to serve on our board of directors. Mr. Leibowitz is a finance and technology entrepreneur who specializes
in business transformation and capital markets. Mr. Leibowitz is an Operating Partner of Atlas, and is a Strategic Advisor and Board
Director of Crux Informatics. Mr. Leibowitz currently serves on the Boards of Directors of Concord I and Concord II, the Board of
Directors of Cowen, Inc (NASDAQ: COWN), an independent investment bank, as well as Vice Chairman of XCHG Xpansiv, an intelligent
commodities exchange focusing on renewable energy products, and is on the board of various other private companies in the cryptocurrency,
asset management technology, and digital law businesses. Most recently, Mr. Leibowitz served as Chief Operating Officer, Head of
Global Equities Markets and as a Member of the Board of Directors of NYSE Euronext, holding such positions from 2007 to 2013. Prior to
that, Mr. Leibowitz served as Chief Operating Officer of Americas Equities at UBS, Co-head of Schwab Soundview Capital Markets,
and CEO of Redibook. Mr. Leibowitz was formerly a founding partner at Bunker Capital, and Managing Director and Head of Quantitative
Trading and Equities Technology at CS First Boston. Mr. Leibowitz received a B.A. in Economics from Princeton University. We believe
Mr. Leibowitz is well qualified to serve on our board of directors due to his extensive investment experience, particularly in technology-related
companies, as well as his experience serving on public and private company boards.
Number and Terms of Office of Officers and Directors
Upon the effectiveness of the registration statement
of which this prospectus forms a part, we expect that our board of directors will consist of five members. Our board of directors is divided
into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed
prior to our first annual meeting of stockholders) serving a three-year term. The term of office of the first class of directors, consisting
of Peter Ort, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting
of Larry Leibowitz and Thomas King, will expire at our second annual meeting of stockholders. The term of office of the third class of
directors, consisting of Bob Diamond and Jeff Tuder, will expire at our third annual meeting of stockholders.
Prior to consummation of our initial business
combination, holders of our Class B common stock will have the right to elect all of our directors and remove members of our board
of directors for any reason. Holders of our public shares will not have the right to vote on the election of directors during such time.
These provisions of our amended and restated certificate of incorporation may only be amended if approved by holders of a majority of
at least 90% of the outstanding shares of our common stock voting at a stockholder meeting. Approval of our initial business combination
will require the affirmative vote of a majority of our board directors, which must include a majority of our independent directors. Subject
to any other special rights applicable to the stockholders, prior to our initial business combination, any vacancies on our board of directors
may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors that
includes any directors representing our sponsor then on our board of directors, or by holders of a majority of the outstanding shares
of our Class B common stock.
Our officers are appointed by the board of directors
and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized
to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws will provide that our officers may consist
of a Chairman of the Board, a Chief Executive Officer, a Chief Financial Officer, a Secretary and such other officers (including without
limitation, a President, Vice Presidents, Assistant Secretaries, and a Treasurer) as our board of directors from time to time may determine.
Director Independence
The rules of the NYSE require that a majority
of our board of directors be independent within one year of our initial public offering. An “independent director” is defined
generally as a person that, in the opinion of the company’s board of directors, has no material relationship with the listed company
(either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). Upon the effectiveness
of the registration statement of which this prospectus forms a part, we expect to have three “independent directors” as defined
in the NYSE rules and applicable SEC rules prior to completion of this offering. Our board of directors has determined that
each of Peter Ort, Tom King and Larry Leibowitz is an independent director under applicable SEC and NYSE rules. Our independent directors
will have regularly scheduled meetings at which only independent directors are present.
Executive Officer and Director Compensation
None of our officers or directors have received
any compensation for services rendered to us. Our sponsors, officers, directors and their respective affiliates will be reimbursed for
any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing
due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us
to our sponsor, officers, directors or our or any of their respective affiliates.
After the completion of our initial business combination,
directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined
company. All compensation will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation
materials furnished to our stockholders in connection with a proposed business combination. It is unlikely the amount of such compensation
will be known at the time such materials are distributed, because the directors of the post-combination business will be responsible for
determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our initial
business combination will be determined by a compensation committee constituted solely by independent directors.
We are not party to any agreements with our officers
and directors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements
may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability
of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision
to proceed with any potential business combination.
Committees of the Board of Directors
Upon the effective date of the registration statement
of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee, a compensation
committee and a nominating and corporate governance committee, each of which will be composed solely of independent directors. Subject
to phase-in rules, the rules of the NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company
be comprised solely of independent directors, and the rules of the NYSE require that the compensation committee and the nominating
and corporate governance committee of a listed company be comprised solely of independent directors. Each committee will operate under
a charter that will be approved by our board of directors and will have the composition and responsibilities described below. The charter
of each committee will be available on our website following the closing of this offering.
Audit Committee
Upon the effectiveness of the registration statement
of which this prospectus forms a part, we will establish an audit committee of the board of directors. The members of our audit committee
will be Peter Ort, Tom King and Larry Leibowitz. Mr. Ort will serve as chairman of the audit committee.
Each member of the audit committee is financially
literate and our board of directors has determined that Mr. Ort qualifies as an “audit committee financial expert” as
defined in applicable SEC rules and has accounting or related financial management expertise.
We will adopt an audit committee charter, which
will detail the purpose and principal functions of the audit committee, including:
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assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory
requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit
function and independent auditors;
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the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent
registered public accounting firm engaged by us;
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pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting
firm engaged by us, and establishing pre-approval policies and procedures;
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reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued
independence;
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setting clear hiring policies for employees or former employees of the independent auditors;
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setting clear policies for audit partner rotation in compliance with applicable laws and regulations;
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obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s
internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer
review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years
respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;
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meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent
auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and
Results of Operations”;
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reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated
by the SEC prior to us entering into such transaction; and
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reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters,
including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material
issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated
by the Financial Accounting Standards Board, the SEC or other regulatory authorities.
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Compensation Committee
Upon the effectiveness of the registration statement
of which this prospectus forms a part, we will establish a compensation committee of the board of directors. The members of our compensation
committee will be Peter Ort, Tom King and Larry Leibowitz. Tom King will serve as chairman of the compensation committee.
We will adopt a compensation committee charter,
which will detail the purpose and responsibilities of the compensation committee, including:
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reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation,
evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration
(if any) of our Chief Executive Officer based on such evaluation;
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reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive-compensation and
equity-based plans that are subject to board approval of all of our other officers;
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reviewing our executive compensation policies and plans;
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implementing and administering our incentive compensation equity-based remuneration plans;
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assisting management in complying with our proxy statement and annual report disclosure requirements;
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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers
and employees;
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producing a report on executive compensation to be included in our annual proxy statement; and
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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
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The charter will also provide that the compensation
committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser
and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging
or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider
the independence of each such adviser, including the factors required by the NYSE and the SEC.
Nominating and Corporate Governance Committee
Upon the effectiveness of the registration statement
of which this prospectus forms a part, we will establish a nominating and corporate governance committee of the board of directors. The
members of our nominating and corporate governance committee will be Peter Ort, Tom King and Larry Leibowitz. Larry Leibowitz will
serve as chair of the nominating and corporate governance committee.
We will adopt a nominating and corporate governance
committee charter, which will detail the purpose and responsibilities of the nominating and corporate governance committee, including:
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identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board,
and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies
on the board of directors;
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developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;
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coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management
in the governance of the company; and
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reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.
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The charter will also provide that the nominating
and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used
to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms.
We have not formally established any specific,
minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating
nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our
business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.
Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination
to our board of directors.
Code of Ethics
Prior to the closing of this offering, we will
adopt a code of ethics and business conduct (our “Code of Ethics”) applicable to our directors, officers and employees. We
have filed a copy of our form of our Code of Ethics as an exhibit to the registration statement of which this prospectus forms a part.
You will be able to review this document by accessing our public filings at the SEC’s website at www.sec.gov and on our website.
In addition, a copy of our Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to
or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. Please see “Where You Can Find Additional
Information.”
Conflicts of Interest
Each of our officers and directors presently has,
and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities,
including Concord I and Concord II, pursuant to which such officer or director is or will be required to present a business combination
opportunity to such entities. These entities, including Concord I and Concord II, may compete with us for acquisition opportunities. If
these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. These conflicts may not be
resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. If any of our
officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she
has fiduciary, contractual or other obligations or duties, he or she may honor these obligations and duties to present such business combination
opportunity to such entities first, including Concord I and Concord II, and only present it to us if such entities reject the opportunity
and he or she determines to present the opportunity to us. Although we have no formal policy in place for vetting potential conflicts
of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis.
In addition, our management team has, and
may in the future, sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment
ventures during the period in which we are seeking an initial business combination. In particular, our management team is currently sponsoring
two other blank check companies, Concord I and Concord II. Any such companies, businesses or investments, including Concord I and Concord
II, may present additional conflicts of interest in pursuing an initial business combination. While we expect that each of Concord I
and Concord II will have priority over us with respect to acquisition opportunities until it completes its initial business combination,
our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, and we
believe there are multiple potential opportunities within the industries and geographies of our primary focus.
We do not believe, however, that (aside from Concord
I and Concord II) the fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability
to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our
interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely
in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted
to undertake and would otherwise be reasonable for us to pursue.
Our sponsors, officers and directors may become
involved with subsequent special purpose acquisition companies similar to our company. Potential investors should also be aware of the
following other potential conflicts of interest:
|
|
·
|
None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of
interest in allocating his or her time among various business activities.
|
|
|
·
|
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 us as well as the other entities with which they are affiliated. Our management may have
conflicts of interest in determining to which entity a particular business opportunity should be presented. Please see “—
Directors, Director Nominees and Executive Officers” for a description of our management’s other affiliations.
|
|
|
·
|
Our initial stockholders, officers and directors have agreed to waive their redemption rights with respect to any founder shares,
private placement shares and any public shares held by them in connection with the consummation of our initial business combination.
Additionally, our initial stockholders, officers and directors have agreed to waive their redemption rights with respect to any founder
shares and private placement shares held by them if we fail to consummate our initial business combination within 18 months after the
closing of this offering or during any Extension Period. However, if our initial stockholders or any of our officers, directors or affiliates
acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect
to such public shares if we fail to consummate our initial business combination within the prescribed time frame. If we do not complete
our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held
in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless.
|
|
|
·
|
Our initial stockholders acquired founder shares for approximately
$0.003 per share and we are offering units at a price of $10.00 per unit in this offering; as a result, our initial stockholders could
make a substantial profit after the initial business combination even if public investors experience substantial losses and, accordingly,
may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate
our initial business combination. (See “Risk Factors — Our initial stockholders paid an aggregate of $25,000 for the founder
shares, or approximately $0.003 per founder share. As a result of this low initial price, our initial stockholders stand to make a substantial
profit even if an initial business combination subsequently declines in value or is unprofitable for our public stockholders” and
“— Since our initial stockholders will lose their entire investment in us if our initial business combination is not completed
(other than with respect to any public shares they may hold), a conflict of interest may arise in determining whether a particular business
combination target is appropriate for our initial business combination”).
|
|
|
·
|
With certain
limited exceptions, the founder shares will not be transferable, assignable or salable by
our initial stockholders until the earlier of: (1) one year after the completion of
our initial business combination; and (2) subsequent to our initial business combination,
(x) the date on which we consummate a liquidation, merger, stock exchange, reorganization
or other similar transaction that results in all of our public stockholders having the right
to exchange their shares of common stock for cash, securities or other property and (y) if
the last reported sale price of our Class A 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 our initial business combination. With certain limited exceptions, the private
placement warrants and any sponsor loan warrants will not be transferable, assignable or
salable until 30 days after the completion of our initial business combination. Since our
sponsors, officers and directors may directly or indirectly own our securities following
this offering, our officers and directors may have a conflict of interest in determining
whether a particular target business is an appropriate business with which to effectuate
our initial business combination.
|
|
|
·
|
Our
sponsors have agreed to lend us an aggregate of $5,000,000 (or $5,750,000 if the underwriters’
over-allotment option is exercised in full) as of the closing date of this offering at no
interest. The proceeds of the sponsor loan will be added to the trust account (as described
in this prospectus) and be used to fund the redemption of our public shares (subject to the
requirements of applicable law) in accordance with the terms set forth in this prospectus.
The sponsor loan shall be repaid or converted into sponsor loan warrants at a conversion
price of $1.00 per warrant, at the sponsors’ discretion. The sponsor loan warrants
would be identical to the private placement warrants to be sold to the sponsors concurrently
with the closing of this offering. The sponsor loan is being extended in order to ensure
that the amount in the trust account is $10.20 per public share. If we do not complete an
initial business combination, we will not repay the sponsor loan from amounts held in the
trust account, and its proceeds will be distributed to our public stockholders.
|
|
|
·
|
Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business
combination. These agreements may provide for them to receive compensation following our initial business combination and as a result,
may cause them to have conflicts of interest in determining whether to proceed with a particular business combination.
|
|
|
·
|
Our key personnel may have a conflict of interest with respect to evaluating a particular business combination if the retention or
resignation of any such key personnel was included by a target business as a condition to any agreement with respect to our initial business
combination.
|
The conflicts described above may not be resolved
in our favor.
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 have similar legal obligations and duties relating to presenting business opportunities meeting
the above-listed criteria to multiple entities. Furthermore, our amended and restated certificate of incorporation will provide 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, and there will not be any expectancy
that any of our directors or officers will offer any such corporate opportunity of which he or she may become aware to us. Below is a
table summarizing the entities to which our officers, directors and director nominees currently have fiduciary duties or contractual obligations
that may present a conflict of interest:
Name
of
Individual
|
|
Entity Name
|
|
Entity’s
Business
|
|
Affiliation
|
|
Jeff Tuder
|
|
Atlas Merchant Capital
LLC
|
|
Asset management
|
|
Operating Partner
|
|
|
|
Tremson Capital Management,
LLC
|
|
Private investment firm
|
|
Managing Member
|
|
|
|
Inseego Corporation
|
|
Mobile technology services
|
|
Director
|
|
|
|
Unico American
|
|
Insurance services
|
|
Director
|
|
|
|
Concord Acquisition Corp
|
|
Special purpose acquisition
company
|
|
Chief Executive Officer
|
|
|
|
Concord Acquisition Corp II
|
|
Special purpose acquisition
company
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
Michele Cito
|
|
Atlas Merchant Capital
LLC
|
|
Asset management
|
|
Chief Financial Officer
|
|
|
|
Concord Acquisition Corp
|
|
Special purpose acquisition
company
|
|
Chief Financial Officer
|
|
|
|
Concord Acquisition Corp II
|
|
Special purpose acquisition
company
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
Bob Diamond
|
|
Atlas Merchant Capital
LLC
|
|
Asset management
|
|
Partner; Chief Executive
Officer
|
|
|
|
South Street Securities
Holdings, Inc.
|
|
Brokerage firm
|
|
Director
|
|
|
|
Crux Informatics
|
|
Data delivery and operations
|
|
Director
|
|
|
|
Atlas Mara Limited
|
|
Financial services
|
|
Director
|
|
|
|
Concord Acquisition Corp
|
|
Special purpose acquisition
company
|
|
Chairman
|
|
|
|
Concord Acquisition Corp
II
|
|
Special purpose acquisition
company
|
|
Chairman
|
|
|
|
|
|
|
|
|
|
Peter Ort
|
|
CurAlea Associates LLC
|
|
Asset management solutions
|
|
Co-Founder
|
|
|
|
Cambium Capital Partners
|
|
Venture capital firm
|
|
General Partner
|
|
|
|
Concord Acquisition Corp
|
|
Special purpose acquisition
company
|
|
Director
|
|
|
|
Concord Acquisition Corp
II
|
|
Special purpose acquisition
company
|
|
Director
|
|
Thomas
King
|
|
Atlas
Merchant Capital LLC
|
|
Asset
management
|
|
Operating
Partner
|
|
|
|
Digital Landscape
Group, Inc.
|
|
Special purpose acquisition
company
|
|
Director
|
|
|
|
Clear Channel Outdoor Holdings, Inc.
|
|
Advertising services
|
|
Director
|
|
|
|
Concord Acquisition
Corp
|
|
Special purpose acquisition
company
|
|
Director
|
|
|
|
Concord Acquisition
Corp II
|
|
Special purpose acquisition
company
|
|
Director
|
|
|
|
|
|
|
|
|
|
Larry Leibowitz
|
|
Atlas Merchant Capital
LLC
|
|
Asset management
|
|
Operating Partner
|
|
|
|
Cowen, Inc
|
|
Investment bank
|
|
Director
|
|
|
|
XCHG Xpansiv
|
|
Commodities exchange
|
|
Director
|
|
|
|
Crux Informatics
|
|
Data delivery and
operations
|
|
Strategic Advisor
and Director
|
|
|
|
Concord Acquisition
Corp
|
|
Special purpose acquisition
company
|
|
Director
|
|
|
|
Concord Acquisition
Corp II
|
|
Special purpose acquisition
company
|
|
Director
|
Accordingly, if any of our officers or directors
becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual
or other obligations or duties, he or she will honor these obligations and duties to present such business combination opportunity to
such entities first, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity
to us. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its
presentation to us.
We do not believe, however, that (aside from Concord
I and Concord II) the fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability
to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our
interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely
in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted
to undertake and would otherwise be reasonable for us to pursue.
We are not prohibited from pursuing an initial
business combination with a business that is affiliated with our sponsor, officers or directors. In the event we seek to complete our
initial business combination with a business that is affiliated with our sponsor, officers or directors, we, or a committee of independent
and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent
accounting firm, that such initial business combination is fair to our company from a financial point of view.
In the event that we submit our initial business
combination to our public stockholders for a vote, our initial stockholders, officers and directors have agreed to vote any founder shares,
private placement shares and any public shares held by them in favor of our initial business combination, and our officers and directors
have also agreed to vote public shares purchased by them (if any) during or after this offering in favor of our initial business combination.
Limitation on Liability and Indemnification of Officers and Directors
Our amended and restated certificate of incorporation
will provide that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists
or may in the future be amended. In addition, our amended and restated certificate of incorporation will provide that our directors will
not be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary duty as directors, except to the
extent such exemption from liability or limitation thereof is not permitted by the DGCL.
We will enter into agreements with our officers
and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate
of incorporation. Our bylaws also permit us to maintain insurance on behalf of any officer, director or employee for any liability arising
out of his or her actions, regardless of whether Delaware law would permit such indemnification. We will obtain a policy of directors’
and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of
a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.
A stockholder’s investment may be adversely
affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification
provisions.
We believe that these provisions, the insurance
and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have
been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore
unenforceable.
PRINCIPAL STOCKHOLDERS
The following table sets forth information regarding
the beneficial ownership of our common stock as of the date of this prospectus, and as adjusted to reflect the sale of our common stock
included in the units offered by this prospectus, and assuming no purchase of units in this offering, by:
|
|
·
|
each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
|
|
|
·
|
each of our executive officers, directors and director nominees; and
|
|
|
·
|
all our executive officers, directors and director nominees 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 or beneficial ownership of the private placement warrants because these warrants are not exercisable
within 60 days of the date of this prospectus.
On March 1, 2021, our sponsor purchased
7,187,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. On March 25, 2021, our sponsor
sold 1,437,500 founder shares to CA2 Co-Investment and 25,000 to each of our independent director nominees, in each case at the original
price per share. On May 6, 2021, CA2 Co-Investment sold 956,439 shares back to our sponsor at the original purchase price, resulting
in our sponsor holding 6,631,439 founder shares and CA2 Co-Investment holding 481,061 founder shares. In addition, our sponsors have
committed, pursuant to a written agreement, to purchase an aggregate of 7,500,000 private placement warrants for a purchase price of
$1.00 per warrant in a private placement that will occur simultaneously with the closing of this offering (assuming the underwriters
do not exercise their over-allotment option). 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 post-offering ownership percentage column below assumes that the underwriters do not exercise their over-allotment option, that our
sponsors forfeit 937,500 founder shares and that there are 31,250,000 shares of our common stock issued and outstanding after this offering.
|
|
|
Prior
to Offering
Approximate
|
|
|
Post-Offering
Approximate
|
|
|
|
|
Number
of
Shares
Beneficially
Owned
|
|
|
Percentage
of
Outstanding
common
stock
|
|
|
Number
of
Shares
Beneficially
Owned
|
|
|
Percentage
of
Outstanding
common
stock
|
|
|
Name
and Address of Beneficial Owner(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Concord
Sponsor Group III LLC(3)
|
|
|
6,631,439
|
(2)
|
|
|
92.3
|
%
|
|
|
5,755,303
|
(2)
|
|
|
18.4
|
%
|
|
CA2
Co-Investment LLC(4)
|
|
|
481,061
|
(2)
|
|
|
6.7
|
%
|
|
|
419,697
|
(2)
|
|
|
1.3
|
%
|
|
Bob
Diamond(5)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Jeff
Tuder(5)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Michele
Cito(5)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Peter Ort
|
|
|
25,000
|
(2)
|
|
|
*
|
|
|
|
25,000
|
(2)
|
|
|
*
|
|
|
Tom King
|
|
|
25,000
|
(2)
|
|
|
*
|
|
|
|
25,000
|
(2)
|
|
|
*
|
|
|
Larry Leibowitz
|
|
|
25,000
|
(2)
|
|
|
*
|
|
|
|
25,000
|
(2)
|
|
|
*
|
|
|
All directors and executive officers as a group (6 individuals)
|
|
|
6,706,439
|
(2)
|
|
|
93.3
|
%
|
|
|
5,830,303
|
(2)
|
|
|
18.7
|
%
|
|
|
(1)
|
Unless otherwise noted, the business address of each of the
following entities or individuals is c/o Concord Acquisition Corp III, 477 Madison Avenue, New York, NY 10022.
|
|
|
(2)
|
Interests shown consist solely of shares of Class B common
stock. Shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial
business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, as described in the section
entitled “Description of Securities.”
|
|
|
(3)
|
Concord Sponsor Group III LLC, our sponsor, is the record holder
of the shares of Class B common stock reported herein. Our sponsor is governed by a board of managers consisting of three managers,
Bob Diamond, David Schamis and Jeff Tuder. Each manager has one vote, and the approval of a majority of the managers is required to approve
an action of our sponsor. Under the so-called “rule of three,” if voting and dispositive decisions regarding an
entity’s securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority
of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. Based upon the foregoing
analysis, no manager of our sponsor exercises voting or dispositive control over any of the securities held by our sponsor, even those
in which he or she directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership
of such shares.
|
|
|
(4)
|
CA2 Co-Investment LLC is the record holder of the securities reported herein. As the sole member of
CA2 Co-Investment LLC, Cowen Investments II LLC may be deemed to beneficially own the securities directly by CA2 Co-Investment LLC. As
the sole member of Cowen Investments II, RCG LV Pearl, LLC (“RCG”) may be deemed to beneficially own the securities owned
directly by CA2 Co-Investment LLC. As the sole member of RCG, Cowen Inc. may be deemed to beneficially own the securities owned by CA2
Co-Investment LLC. As Chief Executive Officer of Cowen Inc., Mr. Jeffrey Solomon may be deemed to beneficially own the securities owned
directly by CA2 Co-Investment LLC. The business address of each of CA2 Co-Investment LLC, Cowen Investments II LLC, RCG and Mr. Solomon
is 599 Lexington Avenue, 20th Floor, New York, NY 10022.
|
|
|
(5)
|
Does not include certain shares indirectly owned by this individual as a result of his or her membership interest in our sponsor.
|
Upon the completion of this offering, our initial
stockholders will beneficially own 20.0% of the then issued and outstanding shares of our common stock (assuming our initial stockholders
do not purchase any units in this offering). As a result of holding substantially all of the founder shares, our sponsors, together, and
our sponsor acting alone, will have the right, prior to our initial business combination, to elect all of our directors and remove any
director for any reason. In addition, because of this ownership block, our initial stockholders may be able to effectively influence the
outcome of all matters requiring approval by our stockholders, including amendments to our amended and restated certificate of incorporation
and approval of significant corporate transactions. If we increase or decrease the size of this offering, we will effect a stock dividend
or share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately
prior to the consummation of this offering in such amount as to maintain the number of founder shares at 20% of our issued and outstanding
shares of our common stock upon the consummation of this offering.
Our sponsors have committed to purchase
an aggregate of 7,500,000 (or 8,250,000 if the underwriters’ over-allotment option is exercised in full) private placement
warrants at a price of $1.00 per warrant ($7,500,000 in the aggregate or $8,250,000 in the aggregate if the underwriters’
over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering.
In addition, our sponsors have agreed to lend us an aggregate of $5,000,000 (or $5,750,000 if the underwriters’
over-allotment option is exercised in full) as of the closing date of this offering at no interest. The proceeds of the sponsor
loan will be added to the trust account (as described in this prospectus) and be used to fund the redemption of our public shares
(subject to the requirements of applicable law) in accordance with the terms set forth in this prospectus. The sponsor loan shall be
repaid or converted into sponsor loan warrants at a conversion price of $1.00 per warrant, at the sponsors’ discretion. The
sponsor loan warrants would be identical to the private placement warrants to be sold to the sponsors concurrently with the closing
of this offering. The sponsor loan is being extended in order to ensure that the amount in the trust account is $10.20 per public
share. If we do not complete an initial business combination, we will not repay the sponsor loan from amounts held in the trust
account, and its proceeds will be distributed to our public stockholders.
Our sponsor is deemed to be our “promoter”
as such term is defined under the federal securities laws. Please see “Certain Relationships and Related Party Transactions”
for additional information regarding our relationships with our promoters.
Transfers of Founder Shares, Private Placement Warrants and
Sponsor Loan Warrants
The founder shares and the private placement
warrants and any sponsor loan warrants (including the shares of Class A common stock issuable upon exercise of the private placement
warrants and any sponsor loan warrants) are each subject to transfer restrictions pursuant to lock-up provisions in the letter agreement
with us to be entered into by our initial stockholders. Those lock-up provisions provide that such securities are not transferable or
salable (1) in the case of the founder shares, until the earlier of (A) one year after the completion of our initial business
combination and (B) subsequent to our initial business combination, (x) the date on which we complete a liquidation, merger,
stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange
their shares of Class A common stock for cash, securities or other property or (y) if the last reported sale price of the Class A
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 our initial business combination,
and (2) in the case of the private placement warrants and any sponsor loan warrants (including the shares of Class A common
stock issuable upon exercise of the private placement warrants and any sponsor loan warrants), until 30 days after the completion of
our initial business combination, except in each case (a) to our officers or directors, any affiliates or family members of any
of our officers or directors, any members of our sponsors, or any affiliates of our sponsors, (b) in the case of an individual,
by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s
immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of
laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic
relations order; (e) by private sales or transfers made in connection with the consummation of a business combination at prices
no greater than the price at which the securities were originally purchased; (f) in the event of our liquidation prior to our completion
of our initial business combination; (g) by virtue of the laws of Delaware or our sponsor’s limited liability company agreement,
as amended, upon dissolution of our sponsor; or (h) in the event of our completion of a liquidation, merger, stock exchange, reorganization
or other similar transaction which results in all of our public stockholders having the right to exchange their shares of Class A
common stock for cash, securities or other property subsequent to our completion of our initial business combination; provided, however,
that in the case of clauses (a) through (e) these permitted transferees must enter into a written agreement agreeing to be
bound by these transfer restrictions and the other applicable restrictions contained in the letter agreement.
Registration Rights
The holders of the founder shares, private
placement warrants, any sponsor loan warrants and warrants that may be issued upon conversion of working capital loans and the shares
and warrants included therein (and any shares of common stock issuable upon the exercise of the private placement warrants, sponsor loan
warrants or warrants issued upon conversion of working capital loans ) will be entitled to registration rights pursuant to a registration
rights agreement to be signed prior to or on the effective date of this offering requiring us to register such securities for resale
(in the case of the founder shares, only after conversion to shares of Class A common stock). The holders of these securities will
be entitled to make up to three demands, excluding short form registration demands, that we register such securities. In addition, the
holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion
of our initial business combination and rights to require us to register for resale such securities pursuant to Rule 415 under the
Securities Act. Notwithstanding the foregoing, CA2 Co-Investment may not exercise its demand or “piggyback” registration
rights after five and seven years, respectively, after the commencement of sales in this offering and may not exercise its demand rights
on more than one occasion. We will bear the expenses incurred in connection with the filing of any such registration statements.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
On March 1, 2021, our sponsor
purchased an aggregate of 7,187,500 founder shares for a capital contribution of $25,000. The number of founder shares issued was
determined based on the expectation that the founder shares would represent 20% of the outstanding shares of common stock upon
completion of this offering. On March 25, 2021, our sponsor sold 1,437,500 founder shares to CA2 Co-Investment and 25,000 to
each of our independent director nominees, in each case at the original price per share. On May 6, 2021, CA2 Co-Investment
sold 956,439 shares back to our sponsor at the original purchase price, resulting in our sponsor holding 6,631,439 founder shares
and CA2 Co-Investment holding 481,061 founder shares. Up to 937,500 founder shares are subject to forfeiture by our sponsors
depending on the extent to which the underwriters’ over-allotment option is exercised.
Our sponsors have committed to purchase an
aggregate of 7,500,000 private placement warrants at a price of $1.00 per warrant, for an aggregate purchase price of $7,500,000. If
the over-allotment option is exercised in full, the amount of placement warrants sold will be 8,250,000 for an aggregate purchase price
of $8,250,000). There will be no redemption rights or liquidating distributions from the trust account with respect to the founder shares
or placement warrants, which will expire worthless if we do not consummate a business combination within 18 months from the closing of
this offering or during any Extension Period. As such, our sponsors’ interest in this transaction is valued at between $7,500,000
and $8,250,000, depending on the number of private placement warrants purchased. Among the private placement warrants, 6,590,909 warrants
(or 7,250,000 warrants if the over-allotment option is exercised in full) will be purchased by our sponsor and/or its designees and 909,091
warrants (or 1,000,000 warrants if the over-allotment option is exercised in full) will be purchased by CA2 Co-Investment and/or its
designees.
In addition, our sponsors have
agreed to lend us an aggregate of $5,000,000 (or $5,750,000 if the underwriters’ over-allotment option is exercised in full)
as of the closing date of this offering at no interest. The proceeds of the sponsor loan will be added to the trust account (as
described in this prospectus) and be used to fund the redemption of our public shares (subject to the requirements of applicable
law) in accordance with the terms set forth in this prospectus. Of the total amount of the sponsor loan, $4,393,939 (or $5,053,030
if the underwriters’ over-allotment option is exercised in full) will be provided by our sponsor, and $606,061 (or $696,970 if
the underwriters’ over-allotment option is exercised in full) will be provided by CA2 Co-Investment. The sponsor loan shall be
repaid or converted into sponsor loan warrants at a conversion price of $1.00 per warrant, at the sponsors’ discretion. The
sponsor loan warrants would be identical to the private placement warrants to be sold to the sponsors concurrently with the closing
of this offering. The sponsor loan is being extended in order to ensure that the amount in the trust account is $10.20 per public
share. If we do not complete an initial business combination, we will not repay the sponsor loan from amounts held in the trust
account, and its proceeds will be distributed to our public stockholders.
As described in “Management — Conflicts
of Interest,” if any of our officers or directors becomes aware of a business combination opportunity which is suitable for one
or more entities to which he or she has fiduciary, contractual or other obligations or duties, including Concord I and Concord II, he
or she may honor these obligations and duties to present such business combination opportunity to such entities first, including Concord
I and Concord II, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity
to us. Our officers and directors currently have other relevant fiduciary, contractual or other obligations or duties that may take priority
over their duties to us.
We will enter into an Administrative
Services Agreement pursuant to which we will also pay an affiliate of our sponsor a total of $20,000 per month for office space,
administrative and support services. Upon completion of our initial business combination or our liquidation, we will cease paying
these monthly fees. Accordingly, in the event the consummation of our initial business combination takes the maximum 18 months (or
up to 24 months, as applicable), an affiliate of our sponsor will be paid a total of $360,000 (or up to $480,000, as applicable)
for office space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses.
Our sponsors, officers and directors or any of
their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such
as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review
on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or any of their respective affiliates
and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement
of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
Prior to the commencement of this offering,
our sponsor agreed to loan us up to $200,000 to be used for a portion of the expenses of this offering. As of June 30, 2021, we have
borrowed $75,000 under such promissory note. The loan is non-interest bearing, unsecured and is due at the later of July 31, 2021 and
the closing of this offering. The loan will be repaid upon completion of this offering out of the $600,000 of offering proceeds that
has been allocated for the payment of offering expenses (other than underwriting commissions) not held in the trust account.
In addition, in order to fund working capital
deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsors, an affiliate of
our sponsors or our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial
business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our
initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such
loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible
into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants
issued to our sponsors. The terms of such loans by our sponsors, an affiliate of our sponsors or our officers and directors, if any,
have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our business combination,
we do not expect to seek loans from parties other than our sponsors, an affiliate of our sponsors or our officers and directors, if any,
as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access
to funds in our trust account.
After our initial business combination, members
of our management team who remain with us, if any, may be paid consulting, management or other fees from the combined company with any
and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials,
as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution
of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable,
as it will be up to the directors of the post-combination business to determine executive officer and director compensation.
We have entered into a letter agreement
with our initial stockholders, officers and directors pursuant to which (x) they have agreed to waive: (1) their
redemption rights with respect to any founder shares, the private placement shares and public shares held by them, as applicable, in
connection with the completion of our initial business combination; (2) their redemption rights with respect to any founder
shares, the private placement 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
redemptions in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated
our initial business combination within 18 months (or up to 24 months, as applicable) 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) their rights to liquidating distributions from the trust account with respect to any founder shares and private
placement shares they hold if we fail to complete our initial business combination within 18 months from the closing of this
offering or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with
respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame),
and (y) the founder shares are subject to certain transfer restrictions, as described under “Description of Securities
— Founder Shares”
We have entered into a registration rights
agreement with respect to the founder shares, private placement warrants, any sponsor loan warrants and warrants that may be issued upon
conversion of working capital loans and the shares (and any shares of common stock issuable upon the exercise of the private placement
warrants or warrants issued upon conversion of working capital loans), which is described under the heading “Principal Stockholders
— Registration Rights.”
We will also pay to the underwriters, including
Cowen and Company, LLC, an affiliate of one of our sponsors, an underwriting discount of $0.20 per unit purchased by it in this offering.
In addition, the underwriters, including Cowen and Company, LLC, have agreed to defer underwriting commissions of 3.5% of the gross proceeds
of this offering. Upon and concurrently with the completion of our initial business combination, up to $8,750,000, which constitutes
the underwriters’ deferred commission (or up to $10,062,500 if the underwriters’ over-allotment option is exercised in full),
will be paid to the underwriters from the funds held in the trust account. The underwriters have agreed to waive their rights to their
deferred underwriting commission held in the trust account in the event we do not complete our initial business combination and, in such
event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public
shares.
Related Party Policy
We have not yet adopted a formal policy for the
review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved
or ratified in accordance with any such policy.
Prior to the consummation of this offering, we
will adopt our Code of Ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions
approved by our board of directors (or the appropriate committee of our board of directors) or as disclosed in our public filings with
the SEC. Under our Code of Ethics, conflict of interest situations will include any financial transaction, arrangement or relationship
(including any indebtedness or guarantee of indebtedness) involving the company. A form of the Code of Ethics that we plan to adopt prior
to the consummation of this offering is filed as an exhibit to the registration statement of which this prospectus forms a part.
In addition, our audit committee, pursuant to
a written charter that we will adopt prior to the consummation of this offering, will be responsible for reviewing and approving related
party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee
present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the
members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members
of the audit committee will be required to approve a related party transaction. Our audit committee will review on a quarterly basis all
payments that were made by us to our sponsor, officers or directors, or our or any of their affiliates.
These procedures are intended to determine whether
any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director,
employee or officer.
To further minimize conflicts of interest,
we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers
or directors unless we, or a committee of independent and disinterested directors, have obtained an opinion from an independent investment
banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company
from a financial point of view. There will be no finder’s fees, reimbursements or cash payments made by us to our sponsors, officers
or directors or our or any of their respective affiliates, for services rendered to us prior to or in connection with the completion
of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering,
the sale of the private placement warrants and the sponsor loan held in the trust account prior to the completion of our initial business
combination:
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repayment of an aggregate of up to $200,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
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payment
to an affiliate of our sponsor of a total of $20,000 per month, for up to 18 months (or up to 24
months, as applicable), for office space, administrative and support services;
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reimbursement
for any out-of-pocket expenses related to identifying, investigating and completing an initial
business combination;
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payment
to the underwriters, including Cowen and Company, LLC, an affiliate of one of our sponsors,
of their underwriting discount of $5,000,000 (or up to $5,750,000 if the underwriters’
over-allotment is exercised in full), deferred underwriting commissions of $8,750,000 (or
$10,062,500 if the underwriters’ over-allotment option is exercised in full) payable
upon the closing of our initial business combination and fees for any financial advisory,
placement agency or other similar investment banking services that they or their affiliates
may provide to our company in the future, and reimbursement of the underwriters for any out-of-pocket
expenses incurred by it in connection with the performance of such services;
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repayment of the sponsor loan in an amount up to $5,750,000,
and repayment of extension loans in an amount up to $5,750,000 if we extend the period of time to consummate a business combination
by up to an additional six months as described in this prospectus; and
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repayment of loans which
may be made by our sponsors, an affiliate of our sponsors or our officers and directors to finance transaction costs in connection
with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed
with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option
of the lender.
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These payments may be funded using the net
proceeds of this offering, the sale of the private placement warrants and the sponsor loan not held in the trust account or, upon completion
of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith.
DESCRIPTION OF SECURITIES
Pursuant to our amended and restated certificate
of incorporation, our authorized capital stock will consist of 200,000,000 shares of Class A common stock, $0.0001 par value, 20,000,000
shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following
description summarizes the material terms of our capital stock. Because it is only a summary, it may not contain all the information that
is important to you.
Units
Each unit offered in this offering has an
offering price of $10.00 and consists of one share of Class A common stock and one-half of one redeemable warrant. Each whole warrant
entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment
as described in this prospectus. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number
of shares of the company’s Class A common stock. This means only a whole warrant may be exercised at any given time by a warrant
holder.
The Class A common stock and warrants
constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date
is not a business day, the following business day) unless Citigroup Global Markets Inc. and Cowen and Company, LLC inform us of their
decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having
issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence
separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders
will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common stock and
warrants. Additionally, the units will automatically separate into their component parts and will not be traded after completion of our
initial business combination. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant.
In no event will the Class A 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 of our company reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on
Form 8-K that includes this audited balance sheet promptly after the closing of this offering. If the underwriters’ over-allotment
option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K
will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.
Common Stock
Upon
the closing of this offering, 31,250,000 shares of our common stock will be outstanding (assuming no exercise of the underwriters’
over-allotment option and the corresponding forfeiture of 937,500 founder shares by our sponsors),
including:
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25,0000,000 shares of our Class A common stock underlying the units being offered in this offering; and
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6,250,000 shares of Class B common stock held by our initial stockholders.
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Our sponsors have committed to purchase an
aggregate of 7,500,000 private placement warrants at a price of $1.00 per warrant, for an aggregate purchase price of $7,500,000. The
initial stockholders will hold an aggregate of approximately 20.0% of the issued and outstanding common stock (approximately 20.0% if
the underwriters’ over-allotment option is exercised in full) following the offering and the expiration of the underwriters’
over-allotment option (assuming they do not purchase any units in this offering or the public market). If we increase or decrease the
size of this offering, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable,
with respect to our Class B common stock immediately prior to the consummation of this offering in such amount as to maintain the
number of founder shares at 20% of our issued and outstanding shares of our common stock upon the consummation of this offering (not
including the shares of Class A common stock issuable upon exercise of the private placement warrants).
Common stockholders of record are entitled to
one vote for each share held on all matters to be voted on by stockholders; provided that, prior to our initial business combination,
holders of our Class B common stock will have the right to elect all of our directors and remove members of our board of directors
for any reason. These provisions of our amended and restated certificate of incorporation may only be amended if approved by holders of
a majority of at least 90% of the outstanding shares of our common stock voting at a stockholder meeting. On any other matter submitted
to a vote of our stockholders, holders of our Class B common stock and holders of our Class A common stock will vote together
as a single class, except as required by applicable law or stock exchange rule.
Unless specified in our amended and restated certificate
of incorporation or bylaws, or as required by applicable law or stock exchange rules, the affirmative vote of holders of a majority of
the outstanding shares of our common stock that are voted is required to approve any such matter voted on by our stockholders, and, prior
to our initial business combination, the affirmative vote of holders of a majority of the outstanding shares of our Class B common
stock is required to approve the election or removal of directors. Our board of directors will be divided into three classes, each of
which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative
voting with respect to the election of directors, with the result that the holders of more than 50% of the Class B common stock voted
for the election of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and
if declared by the board of directors out of funds legally available therefor.
Because our amended and restated certificate of
incorporation will authorize the issuance of up to 200,000,000 shares of Class A common stock, if we were to enter into a business
combination, we may (depending on the terms of such a business combination) be required to increase the number of shares of Class A
common stock which we are authorized to issue at the same time as our stockholders vote on the business combination to the extent we seek
stockholder approval in connection with our initial business combination.
In accordance with the NYSE corporate governance
requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on the
NYSE. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes
of electing directors in accordance with our bylaws unless such election is made by written consent in lieu of such a meeting. We may
not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, and thus
we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders
want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold
one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.
We will provide our public stockholders with
the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior
to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable), divided by
the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially
anticipated to be $10.20 per public share. The per share amount we will distribute to investors who properly redeem their shares will
not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement
that a beneficial owner must identify itself in order to validly redeem its shares. Our initial stockholders, officers and directors
have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any
founder shares, private placement shares and any public shares held by them in connection with the completion of our initial business
combination or certain amendments to our amended and restated certificate of incorporation. Permitted transferees of our sponsors, officers
or directors will be subject to the same obligations. Unlike many blank check companies that hold stockholder votes and conduct proxy
solicitations in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon
completion of such initial business combinations even when a vote is not required by applicable law or stock exchange listing requirements,
if a stockholder vote is not required by applicable law or stock exchange listing requirements and we do not decide to hold a stockholder
vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions
pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business
combination. Our amended and restated certificate of incorporation will require these tender offer documents to contain substantially
the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s
proxy rules. If, however, a 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, we will, like many blank check companies, offer to redeem shares in conjunction
with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval,
we will complete our initial business combination only if a majority of the outstanding shares of our common stock voted are voted in
favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding
capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled
to vote at such meeting. However, the participation of our sponsors, officers, directors, advisors or any of their respective affiliates
in privately-negotiated transactions (as described in this prospectus), if any, could result in the approval of our initial business
combination even if a majority of our public stockholders vote, or indicate their intention to vote, against such business combination.
For purposes of seeking approval of the majority of our outstanding shares of common stock, non-votes will have no effect on the approval
of our initial business combination once a quorum is obtained. We intend to give not less than 10 days nor more than 60 days prior written
notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and
voting thresholds and agreements may make it more likely that we will consummate our initial business combination.
If we seek stockholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such
stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13
of the Exchange Act), will be restricted from redeeming its shares with respect Excess Shares (more than an aggregate of 15% of the shares
sold in this offering), without our prior consent. However, we would not be restricting our stockholders’ ability to vote all of
their shares (including Excess Shares) for or against our initial business combination. Our public stockholders’ inability to redeem
Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material
loss on their investment in us if they sell Excess Shares in open market transactions. Additionally, such stockholders will not receive
redemption distributions with respect to the Excess Shares if we complete the business combination. And, as a result, such stockholders
will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their stock in
open market transactions, potentially at a loss.
If we seek stockholder approval in connection
with our initial business combination, our initial stockholders, officers and directors have agreed (and their permitted transferees,
as applicable, will agree) to vote any founder shares, private placement shares and any public shares held by them in favor of our initial
business combination. As a result, in addition to our initial stockholders’ founder shares and private placement shares, we would
need 9,375,001, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or an
additional 1,562,501, or 6.3% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option
is not exercised), of the 25,000,000 public shares sold in this offering to be voted in favor of a transaction, in order to have such
initial business combination approved. Additionally, each public stockholder may elect to redeem its public shares without voting, and
if they do vote, irrespective of whether they vote for or against the proposed transaction.
Pursuant to our amended and restated
certificate of incorporation, if we have not completed our initial business combination within 18 months (or up to 24 months
from the closing of this offering if we extend the period of time to complete a business combination) from the closing of this
offering, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible
but not more than ten business days thereafter, redeem the public shares, at a per per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up
to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will
completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating
distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our
remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware
law to provide for claims of creditors and the requirements of other applicable law. Our initial stockholders, officers and
directors 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 and private placement shares held by them if we fail to
complete our initial business combination within 18 months from the closing of this offering or any Extension Period. However, if
our sponsors or any of our officers, directors or any of their respective affiliates then hold any public shares, they will be
entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial
business combination within the allotted time frame to complete our initial business combination.
In the event of a liquidation, dissolution or
winding up of the company after a business combination, our stockholders at such time will be entitled to share ratably in all assets
remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any,
having preference over the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions
applicable to the common stock, except that we will provide our stockholders with the opportunity to redeem their public shares for cash
equal to their pro rata share of the aggregate amount then on deposit in the trust account, including interest (which interest shall be
net of taxes payable), upon the completion of our initial business combination, subject to the limitations described herein.
Founder Shares
The founder shares are identical to the
shares of Class A common stock included in the units being sold in this offering, except that: (1) prior to our initial
business combination, only holders of the Class B common stock have the right to vote on the election of directors and holders
of a majority of the outstanding shares of our Class B common stock may remove members of our board of directors for any
reason; (2) our initial stockholders, officers and directors have entered into a letter agreement with us, pursuant to which
they have agreed to waive: (a) their redemption rights with respect to any founder shares, private placement shares and any
public shares held by them in connection with the completion of our initial business combination, (b) their redemption rights
with respect to any founder shares, private placement 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 redemptions in connection with our initial business combination or to redeem 100% of our public shares if we
have not consummated our initial business combination within 18 months (or up to 24 months, as applicable) 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 (c) their rights to liquidating distributions from the trust account with respect to any founder shares and
private placement shares held by them if we fail to complete our initial business combination within 18 months from the closing of
this offering or during any Extension Period (although they will be entitled to liquidating distributions from the trust account
with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time
frame); (3) the founder shares are subject to certain transfer restrictions, as described in more detail below; (4) the
founder shares are automatically convertible into shares of our Class A common stock at the time of our initial business
combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution
rights, as described herein; and (5) the holders of founder shares are entitled to registration rights. If we submit our
initial business combination to our public stockholders for a vote, our initial stockholders, officers and directors have agreed
(and their permitted transferees, as applicable, will agree) to vote any founder shares, private placement shares and any public
shares held by them in favor of our initial business combination.
The shares of Class B common stock will
automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option
of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Class A common
stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in this offering and related to the closing
of our initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A
common stock will be adjusted (unless the holders of a majority of the outstanding shares of our Class B common stock agree to waive
such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common
stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20%
of the total number of all shares of common stock outstanding upon completion of this offering (not including the shares of Class A
common stock issuable upon exercise of the private placement warrants or any sponsor loan warrants) plus all shares of Class A common
stock and equity-linked securities issued or deemed issued in connection with our initial business combination (net of the number of
shares of Class A common stock redeemed in connection with our initial business combination), excluding any shares or equity-linked
securities issued, or to be issued, to any seller in our initial business combination.
With certain limited exceptions, the founder shares
are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsors,
each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial
business combination, (B) subsequent to our initial business combination, (x) the date on which we complete a liquidation, merger,
stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange
their shares of common stock for cash, securities or other property or (y) if the last reported sale price of our Class A 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 our initial business combination.
Preferred Stock
Our amended and restated certificate of incorporation
will authorize 1,000,000 shares of preferred stock and will provide that shares of preferred stock may be issued from time to time in
one or more series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the
relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to
the shares of each series. Our board of directors will be able to, without stockholder approval, issue preferred stock with voting and
other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover
effects. The ability of our board of directors to issue preferred stock without stockholder approval could have the effect of delaying,
deferring or preventing a change of control of us or the removal of existing management. We have no preferred stock outstanding at the
date hereof. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in
the future. No shares of preferred stock are being issued or registered in this offering.
Warrants
Public Stockholders’ Warrants
Each whole warrant entitles the registered
holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below,
at any time commencing on the later of 12 months from the closing of this offering and 30 days after the completion of our initial business
combination, except as described below. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole
number of shares of Class A common stock. This means only a whole warrant may be exercised at a given time by a warrant holder.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase
at least two units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion
of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation; provided, however,
that the private placement warrants issued to CA2 Co-Investment will not be exercisable more than five years from the commencement of
sales in this offering in accordance with FINRA Rule 5110(g)(8).
We will not be obligated to deliver any shares
of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless
a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise
of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject
to our satisfying our obligations described below with respect to registration. No warrant will be exercisable for cash or on a cashless
basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares
upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration
is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant,
the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no
event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised
warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of
Class A common stock underlying such unit.
We are not registering the shares of Class A
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 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to
file with the SEC, and within 60 business days following our initial business combination to have declared effective, a registration
statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current
prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above,
if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it
satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option,
require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of
the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but
will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption
is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A
common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A
common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise
price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume
weighted average price of the Class A common stock for the 10 trading days ending on the trading day prior to the date on which
the notice of exercise is received by the warrant agent.
Redemption
of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once
the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement
warrants):
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·
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in whole and not in part;
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·
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at a price of $0.01 per warrant;
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·
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upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and
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·
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if, and only if, the last reported sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period
ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.
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If and when the warrants become redeemable by
us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable
state securities laws. As a result, we may redeem warrants even if the holders are otherwise unable to exercise their warrants.
We have established the $18.00 per share (as adjusted)
redemption criteria discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the
warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder
will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may
fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.
Redemption
of warrants when the price per share of Class A common stock equals or exceeds $10.00. Commencing
ninety days after the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to
the private placement warrants):
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·
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in whole and not in part;
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·
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at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that
number of shares of Class A common stock determined by reference to the table below, based on the redemption date and the “fair
market value” of our Class A common stock (as defined below) except as otherwise described below;
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·
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upon a minimum of 30 days’ prior written notice of redemption;
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·
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if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send
the notice of redemption to the warrant holders; and
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·
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if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable
upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of
redemption is given.
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The numbers in the table below represent the number
of shares of Class A common stock that a warrant holder will receive upon cashless exercise in connection with a redemption by us
pursuant to this redemption feature, based on the “fair market value” of our Class A common stock on the corresponding
redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined
based on the average of the last reported sales price 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,
and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the
table below.
Pursuant to the warrant agreement, references
above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock
has been converted or exchanged for in the event we are not the surviving company in our initial business combination. The numbers in
the tables below will not be adjusted solely as a result of us not being the surviving entity following our initial business combination.
The stock prices set forth in the column headings
of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant is adjusted as set
forth in the first three paragraphs under the heading “— Anti-dilution Adjustments” below. The adjusted stock prices
in the column headings will equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which
is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the
number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be adjusted in the
same manner and at the same time as the number of shares issuable upon exercise of a warrant.
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Redemption Date (period to expiration of
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Fair Market Value of Class A Common Stock
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warrants)
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≤$10.00
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$11.00
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$12.00
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$13.00
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$14.00
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$15.00
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$16.00
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$17.00
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≥$18.00
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57 months
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0.257
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0.277
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0.294
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0.310
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0.324
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0.337
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0.348
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0.358
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0.361
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54 months
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0.252
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0.272
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0.291
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0.307
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0.322
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0.335
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0.347
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0.357
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0.361
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51 months
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0.246
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0.268
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0.287
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0.304
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0.320
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0.333
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0.346
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0.357
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0.361
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48 months
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0.241
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0.263
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0.283
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0.301
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0.317
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0.332
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0.344
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0.356
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0.361
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45 months
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0.235
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0.258
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0.279
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0.298
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0.315
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0.330
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0.343
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0.356
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0.361
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42 months
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0.228
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0.252
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0.274
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0.294
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0.312
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0.328
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0.342
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0.355
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0.361
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39 months
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0.221
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0.246
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0.269
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0.290
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0.309
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0.325
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0.340
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0.354
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0.361
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36 months
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0.213
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0.239
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0.263
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0.285
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0.305
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0.323
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0.339
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0.353
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0.361
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33 months
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0.205
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0.232
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0.257
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0.280
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0.301
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0.320
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0.337
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0.352
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0.361
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30 months
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0.196
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0.224
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0.250
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0.274
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0.297
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0.316
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0.335
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0.351
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0.361
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27 months
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0.185
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0.214
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0.242
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0.268
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0.291
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0.313
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0.332
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0.350
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0.361
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24 months
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0.173
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0.204
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0.233
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0.260
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0.285
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0.308
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0.329
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0.348
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0.361
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21 months
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0.161
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0.193
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0.223
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0.252
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0.279
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0.304
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0.326
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0.347
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0.361
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18 months
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0.146
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0.179
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0.211
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0.242
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0.271
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0.298
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0.322
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0.345
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0.361
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15 months
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0.130
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0.164
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0.197
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0.230
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0.262
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0.291
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0.317
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0.342
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0.361
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12 months
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0.111
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0.146
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0.181
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0.216
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0.250
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0.282
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0.312
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0.339
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0.361
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9 months
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0.090
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0.125
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0.162
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0.199
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0.237
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0.272
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0.305
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0.336
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0.361
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6 months
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0.065
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0.099
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0.137
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0.178
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0.219
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0.259
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0.296
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0.331
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0.361
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3 months
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0.034
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0.065
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0.104
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0.150
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0.197
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0.243
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0.286
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0.326
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0.361
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0 months
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—
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—
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0.042
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0.115
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|
0.179
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|
0.233
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|
0.281
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|
0.323
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0.361
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The exact fair market value and redemption date
may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption
date is between two redemption dates in the table, the number of shares of Class A common stock to be issued for each warrant exercised
will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values
and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the average
last reported sale price of our Class A common stock for the 10 trading days ending on the third trading date prior to the date
on which the notice of redemption is sent to the holders of the warrants is $11 per share, and at such time there are 57 months until
the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277
shares of Class A common stock for each whole warrant. For an example where the exact fair market value and redemption date are
not as set forth in the table above, if the average last reported sale price of our Class A common stock for the 10 trading days
ending on the third trading date prior to the date on which the notice of redemption is sent to the holders of the warrants is $13.50
per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this
redemption feature, exercise their warrants for 0.298 shares of Class A common stock for each whole warrant. In no event will the
warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant
(subject to adjustment). Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they cannot
be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable
for any shares of Class A common stock.
Any public warrants held by our officers or directors
will be subject to this redemption feature, except that such officers and directors shall only receive “fair market value”
for such public warrants if they exercise their public warrants in connection with such redemption (“fair market value” for
such public warrants held by our officers or directors being defined as the last reported sale price of the public warrants on such redemption
date).
This redemption feature differs from the typical
warrant redemption features used in many other blank check offerings, which typically only provide for a redemption of warrants for cash
(other than the private placement warrants) when the trading price for the Class A common stock exceeds $18.00 per share for a specified
period of time. This redemption feature is structured to allow for all of the outstanding warrants (other than the private placement warrant)
to be redeemed when the Class A common stock is trading at or above $10.00 per share, which may be at a time when the trading price
of our Class A common stock is below the exercise price of the warrants. We have established this redemption feature to provide us
with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under
“— Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00.” Holders choosing
to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their
warrants based on an option pricing model with a fixed volatility input as of the date of this prospectus. This redemption right provides
us an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure
as the warrants would no longer be outstanding and would have been exercised or redeemed, and we will effectively be required to pay the
redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption
of the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe
it is in our best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.
As stated above, we can redeem the warrants when
the Class A common stock is trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide
certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their
warrants on a cashless basis for the applicable number of shares of Class A common stock. If we choose to redeem the warrants when
the Class A common stock is trading at a price below the exercise price of the warrants, this could result in the warrant holders
receiving fewer shares of Class A common stock than they would have received if they had chosen to wait to exercise their warrants
for shares of Class A common stock if and when shares of Class A common stock were trading at a price higher than the exercise
price of $11.50 per share.
No fractional shares of Class A common stock
will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round
down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. If, at the time of redemption,
the warrants are exercisable for a security other than the shares of Class A common stock pursuant to the warrant agreement (for
instance, if we are not the surviving company in our initial business combination), the warrants may be exercised for such security.
Redemption
Procedures and Cashless Exercise. If we call the warrants for redemption as described above under
“— Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00,” our management
will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis” (such option, the
“Cashless Exercise Option”). In determining whether to require all holders to exercise their warrants on a “cashless
basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the
dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of
our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A
common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A
common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise
price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the average
last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on
which the notice of exercise is sent to the warrant agent. If our management takes advantage of this Cashless Exercise Option, the notice
of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received upon
exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will
reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this Cashless Exercise
Option feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination.
If we call our warrants for redemption and our management does not take advantage of this Cashless Exercise Option, our sponsors and their
permitted transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same
formula described above that other warrant holders would have been required to use had management taken advantage of this Cashless Exercise
Option, as described in more detail below.
A holder of a warrant may notify us in writing
in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent
that after giving effect to such exercise, such person (together with such person’s affiliates), would beneficially own in excess
of 9.8% (or such other amount as a holder may specify) of the shares of Class A common stock outstanding immediately after giving
effect to such exercise.
Anti-Dilution
Adjustments. If the number of outstanding shares of Class A common stock is increased by a
stock dividend payable in shares of Class A common stock, or by a split-up of shares of Class A 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 Class A common stock
issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of Class A common
stock. A rights offering to holders of Class A common stock entitling holders to purchase shares of Class A common stock at
a price less than the fair market value will be deemed a stock dividend of a number of shares of Class A common stock equal to the
product of (1) the number of shares of Class A common stock actually sold in such rights offering (or issuable under any other
equity securities sold in such rights offering that are convertible into or exercisable for Class A common stock) multiplied by (2) one
minus the quotient of (x) the price per share of Class A common stock paid in such rights offering divided by (y) the fair
market value. For these purposes (1) if the rights offering is for securities convertible into or exercisable for Class A common
stock, in determining the price payable for Class A common stock, there will be taken into account any consideration received for
such rights, as well as any additional amount payable upon exercise or conversion and (2) fair market value means the volume weighted
average price of Class A common stock as reported during the ten trading day period ending on the trading day prior to the first
date on which the shares of Class A common stock trade on the applicable exchange or in the applicable market, regular way, without
the right to receive such rights.
In addition, if we, at any time while the
warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A
common stock on account of such shares of Class A common stock (or other shares of our capital stock into which the warrants are
convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights
of the holders of Class A common stock in connection with a proposed initial business combination, (d) to satisfy the redemption
rights of the holders of Class A common stock 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 redemptions in connection with our initial business
combination or to redeem 100% of our Class A common stock if we do not complete our initial business combination within 18 months
(or up to 24 months, as applicable) from the closing of this offering or (II) with respect to any other provision relating to stockholders’
rights or pre-initial business combination activity, or (e) in connection with the redemption of our public shares upon our failure
to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective
date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A
common stock in respect of such event.
If the number of outstanding shares of our Class A
common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A 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 Class A common stock issuable on exercise of each warrant will be decreased in proportion to such
decrease in outstanding shares of Class A common stock.
Whenever the number of shares of Class A
common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted
by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the
number of shares of Class A common stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and
(y) the denominator of which will be the number of shares of Class A common stock so purchasable immediately thereafter.
In case of any reclassification or reorganization
of the outstanding shares of Class A common stock (other than those described above or that solely affects the par value of such
shares of Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other than
a merger or consolidation in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to another corporation or entity of
the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders
of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the warrants and in lieu of the shares of our Class A common stock 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 holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. However,
if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable
upon such merger or consolidation, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable
will be deemed to be the weighted average of the kind and amount received per share by such holders in such merger or consolidation that
affirmatively make such election, and if a tender, exchange or redemption offer has been made to and
accepted by such holders (other than a tender, exchange or redemption offer made by the company in connection with redemption rights held
by stockholders of the company as provided for in the company’s amended and restated certificate of incorporation or as a result
of the redemption of shares of Class A common stock by the company if a proposed initial business combination is presented to the
stockholders of the company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof,
together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part,
and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any
members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under
the Exchange Act) more than 50% of the outstanding shares of Class A common stock, the holder of a warrant will be entitled to receive
the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such
warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the
Class A common stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from
and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant
agreement. Additionally, if less than 70% of the consideration receivable by the holders of Class A common
stock in such a transaction is payable in the form of Class A common stock in the successor entity that is listed for trading on
a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately
following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public
disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the per share
consideration minus Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant.
The warrants will be issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review
a copy of the warrant agreement, which will be filed as an exhibit to the registration statement of which this prospectus is a part,
for a description of the terms and conditions applicable to the warrants. The warrant agreement provides that the terms of the warrants
may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval
by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the
registered holders of public warrants; provided that, solely in the case of an amendment to the terms of the private placement warrants
or any provision of the warrant agreement with respect to the private placement warrants that does not adversely affect any of the terms
of the public warrants, such amendment will require only the written consent or vote of the registered holders of at least 50% of the
then outstanding private placement warrants.
The warrant holders do not have the rights or
privileges of holders of Class A common stock and any voting rights until they exercise their warrants and receive shares of Class A
common stock. After the issuance of shares of Class A 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.
No fractional warrants will be issued upon separation
of the units and only whole warrants will trade.
Private Placement Warrants
Except as described below, the private placement
warrants are identical to the warrants being sold as part of the units in this offering including as to exercise price, exercisability
and exercise period. So long as they are held by our sponsors or their permitted transferees, the private placement warrants (including
the underlying securities) are subject to certain transfer restrictions (as described in more detail under “Principal Stockholders
— Transfers of Founder Shares, Private Placement Warrants and Sponsor Loan Warrants”) and the holders thereof are entitled
to certain registration rights (as described in more detail under “Principal Stockholders — Registration Rights”):
(1) will not be redeemable by us; (2) may be exercised by the holders on a cashless basis; and (3) with respect to private
placement warrants held by CA2 Co-Investment, will not be exercisable more than five years from the commencement of sales in this offering
in accordance with FINRA Rule 5110(g)(8). If the private placement warrants are held by holders other than our sponsors or their
respective permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable
by the holders on the same basis as the warrants included in the units being sold in this offering.
If holders of the private placement warrants elect
to exercise them on a cashless basis, they would pay the exercise price by surrendering warrants for that number of shares of Class A
common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying
the warrants, multiplied by the excess of the “sponsor fair market value” (defined below) over the exercise price of the warrants
by (y) the sponsor fair market value. The “sponsor fair market value” shall mean the average last reported sale price
of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise
is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they
are held by our sponsors and their permitted transferees is because it is not known at this time whether they will be affiliated with
us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be
significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods
of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities
if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could exercise their warrants
and sell the shares of Class A common stock received upon such exercise freely in the open market in order to recoup the cost of
such exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing the
holders to exercise such warrants on a cashless basis is appropriate.
In order to fund working capital deficiencies
or finance transaction costs in connection with an intended initial business combination, our sponsors, an affiliate of our sponsors
or our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination,
we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our initial business combination
does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds
from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at
a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to
our sponsors.
Our sponsor has agreed not to transfer, assign
or sell any of the private placement warrants (including the Class A common stock issuable upon exercise of any of the private placement
warrants) until the date that is 30 days after the date we complete our initial business combination, except that, among other limited
exceptions as described under the section of this prospectus entitled “Principal Stockholders — Restrictions on Transfers
of Founder Shares and Private Placement Warrants”, transfers may be made to our officers and directors and other persons or entities
affiliated with our sponsor.
Dividends
We have not paid any cash dividends on our 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 a business combination will
be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and
does not anticipate declaring any stock dividends in the foreseeable future, except if we increase the size of this offering, in which
case we will effect a stock dividend with respect to our Class B common stock immediately prior to the consummation of this offering
in such amount as to maintain the number of founder shares at 20% of our issued and outstanding shares of our common stock upon the consummation
of this offering (not including the shares of Class A common stock issuable upon exercise of the private placement warrants). Further,
if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
Our Transfer Agent and Warrant Agent
The transfer agent for our common stock and warrant
agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer &
Trust Company in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors, officers and employees
against all liabilities, including judgments, costs and reasonable counsel fees that may arise out of acts performed or omitted for its
activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified
person or entity.
Our Amended and Restated Certificate of Incorporation
Our amended and restated certificate of incorporation
will contain certain requirements and restrictions relating to this offering that will apply to us until the completion of our initial
business combination. These provisions (other than amendments relating to the appointment or removal of directors prior to our initial
business combination, which require the approval of holders of a majority of at least 90% of the outstanding shares of our common stock
voting in a stockholder meeting) cannot be amended without the approval of the holders of at least 65% of our outstanding common stock.
Our initial stockholders, who collectively will beneficially own 21.8% of our common stock upon the closing of this offering (assuming
our initial stockholders do not purchase any units in this offering), may participate in any vote to amend our amended and restated certificate
of incorporation and will have the discretion to vote in any manner they choose. Unless specified in our amended and restated certificate
of incorporation or bylaws, or as required by applicable law or stock exchange rules, the affirmative vote of a majority of the outstanding
shares of our common stock that are voted is required to approve any such matter voted on by our stockholders, and, prior to our initial
business combination, the affirmative vote of holders of a majority of the outstanding shares of our Class B common stock is required
to approve the election or removal of directors. Specifically, our amended and restated certificate of incorporation will provide, among
other things, that:
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if we have not completed
our initial business combination within 18 months from the closing of this offering (or up to 24 months from the closing of
this offering if we extend the period of time to consummate a business combination by up to an additional six months, subject to the
sponsor depositing additional funds into the trust account as described herein), we will: (1) cease all operations except for
the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the
public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by
the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as
stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and
liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of
other applicable law;
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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: (1) receive funds from the trust account; or (2) vote pursuant to our amended and restated certificate of incorporation
on any initial business combination;
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in the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or
directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking
firm that is a member of FINRA or from an independent accounting firm that such a business combination is fair to our company from a financial
point of view;
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if a stockholder vote on our initial business combination is not required by applicable law or stock exchange rules and we do
not decide to hold a stockholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4
and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination
which contain substantially the same financial and other information about our initial business combination and the redemption rights
as is required under Regulation 14A of the Exchange Act;
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our
initial business combination must be with one or more operating businesses or assets with
a fair market value equal to at least 80% of the net assets held in the trust account (excluding
the deferred underwriting commissions and taxes payable on the interest earned on the trust
account);
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if our stockholders approve
an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation
to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we do not
complete our initial business combination within 18 months from the closing of this offering (or up to 24 months from the
closing of this offering if we extend the period of time to consummate a business combination by up to an additional six months,
subject to the sponsor depositing additional funds into the trust account as described herein) or (B) with respect to any
other provision relating to stockholders’ rights or pre-initial business combination activity, we will provide our public
stockholders with the opportunity to redeem all or a portion of their shares of common stock upon such approval at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall
be net of taxes payable), divided by the number of then outstanding public shares; and
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we will not effectuate our initial business combination solely with another blank check company or a similar company with nominal
operations.
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In addition, our amended and restated certificate
of incorporation will provide that under no circumstances will we redeem our public shares in an amount that would cause our net tangible
assets to be less than $5,000,001 following such redemptions.
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 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 and preferred
stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including
future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved
common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest,
tender offer, merger or otherwise.
Our amended and restated certificate of incorporation
will provide that prior to our initial business combination, holders of our Class B common stock will have the right to elect all
of our directors and may remove members of our board of directors for any reason. In addition, it will provide that our board of directors
will be classified into three classes of directors. As a result, in most circumstances, a person can gain control of our board only by
successfully engaging in a proxy contest at two or more annual stockholder meetings.
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, officer or employee 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,
officer or employee 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) for which the Court of Chancery does not have subject matter jurisdiction. This exclusive forum provision will not apply
to suits brought to enforce any liability or duty created by the Exchange Act, the Securities Act or any other claim for which the federal
courts have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce
any duty or liability created by the Exchange Act or the rules and regulations thereunder and Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities
Act or the rules and regulations thereunder. 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, officers, other employees or stockholders. 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.
Special Meeting of Stockholders
Our bylaws provide that special meetings of our
stockholders may be called only by a majority vote of our board of directors, by our chief executive officer or by our chairman, if any.
Advance Notice Requirements for Stockholder Proposals and Director
Nominations
Our bylaws will provide for advance notice procedures
with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at
the direction of our board of directors or a committee of our board of directors. In order for any matter to be “properly brought”
before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Generally,
to be timely, a stockholder’s notice must be received at our principal executive offices not less than 90 days nor more than 120
days prior to the first anniversary date of the immediately preceding annual meeting of stockholders. Pursuant to Rule 14a-8 of
the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods contained therein. Our
bylaws will also specify requirements as to the form and content of a stockholder’s notice. Our bylaws will allow the chairman
of the meeting at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect
of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may also
defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of
directors or otherwise attempting to influence or obtain control of us.
Securities Eligible for Future Sale
Immediately after this offering we will have
31,250,000 (or 35,937,500 if the underwriters’ over-allotment option is exercised in full) shares of Class A common stock
outstanding. Of these shares, the 25,000,000 shares (or 28,750,000 shares if the underwriters’ over-allotment option is exercised
in full) sold in this offering 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 6,250,000 (or
7,187,500 if the underwriters’ over-allotment option is exercised in full) founder shares and all 7,500,000 private placement warrants
(or 8,250,000 private placement warrants if the underwriters’ overallotment option is exercised in full) are restricted securities
under Rule 144, in that they were issued in private transactions not involving a public offering, and are subject to transfer restrictions
as set forth elsewhere in this prospectus. These restricted securities will be subject to registration rights as more fully described
below under “—Registration Rights.”
Rule 144
Pursuant to Rule 144, a person who has beneficially
owned restricted shares of our common stock or warrants for at least six months would be entitled to sell their securities provided that:
(1) 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 (2) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and
have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as
we were required to file reports) preceding the sale.
Persons who have beneficially owned restricted
shares of our common stock or warrants for at least six months but who are our affiliates at the time of, or at any time during the three
months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month
period only a number of securities that does not exceed the greater of:
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1% of the total number of shares of common stock then outstanding, which will equal 312,500 shares immediately after this offering
(or 359,375 if the underwriters exercise their over-allotment option in full); or
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the average weekly reported trading volume of the 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 by our affiliates under Rule 144 are
also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.
Restrictions on the Use of Rule 144 by Shell Companies or Former
Shell Companies
Rule 144 is not available for the resale
of securities initially issued by shell companies (other than a business combination related shell companies) or issuers that have been
at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following
conditions are met:
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the issuer of the securities that was formerly a shell company has ceased to be a shell company;
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the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
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the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding
12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K;
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, our initial stockholders will be
able to sell their founder shares and our sponsors will be able to sell their private placement warrants, as applicable, pursuant to Rule 144
without registration one year after we have completed our initial business combination.
Registration Rights
The holders of the founder shares, the private
placement warrants, any sponsor loan warrants and the warrants, if any, that may be issued upon conversion of working capital loans (and
any shares of common stock issuable upon the exercise of the private placement warrants, any sponsor loan warrants or warrants issued
upon conversion of working capital loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed
prior to or on the effective date of this offering requiring us to register such securities for resale (in the case of the founder shares,
only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands,
excluding short form registration demands, that we register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our completion of our initial business combination and
rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing,
CA2 Co-Investment may not exercise its demand or “piggyback” registration rights after five and seven years, respectively,
after commencement of sales in this offering and may not exercise its demand rights on more than one occasion. We will bear the expenses
incurred in connection with the filing of any such registration statements.
Listing of Securities
We intend to apply to list our units, Class A
common stock and warrants on the NYSE under the symbols “CNDB.U,” “CNDB” and “CNDB WS,” respectively.
We expect that our units will be listed on the NYSE on or promptly after the effective date of the registration statement of which this
prospectus forms a part. Following the date the shares of our Class A common stock and warrants are eligible to trade separately,
we anticipate that the shares of our common stock and warrants will be listed separately and as a unit on the NYSE. We cannot guarantee
that our securities will be approved for listing on the NYSE.
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a summary of certain
material U.S. federal income tax considerations generally applicable to the ownership and disposition of our units, Class A common
stock and warrants, which we refer to collectively as our securities. This summary is based upon U.S. federal income tax law as of the
date of this prospectus, which is subject to change or differing interpretations, possibly with retroactive effect. This summary does
not discuss all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances,
including investors subject to special tax rules (e.g., financial institutions, insurance companies, broker-dealers, tax-exempt organizations
(including private foundations), taxpayers that have elected mark-to-market accounting, S corporations, regulated investment companies,
real estate investment trusts, investors that will hold Class A common stock or warrants as part of a straddle, hedge, conversion,
or other integrated transaction for U.S. federal income tax purposes, or investors that have a functional currency other than the U.S.
dollar), all of whom may be subject to tax rules that differ materially from those summarized below. In addition, this summary does
not discuss other U.S. federal tax consequences (e.g., estate or gift tax), any state, local, or non-U.S. tax considerations or the Medicare
tax or alternative minimum tax. In addition, this summary is limited to investors that will hold our securities as “capital assets”
(generally, property held for investment) under the Internal Revenue Code of 1986, as amended, (the “Code”), and that acquired
the securities pursuant to this offering (or, in the case of Class A common stock, upon exercise of warrants so acquired). No ruling
from the Internal Revenue Service, (the “IRS”) has been or will be sought regarding any matter discussed herein. No assurance
can be given that the IRS would not assert, or that a court would not sustain a position contrary to any of the tax aspects set forth
below.
For purposes of this summary, a “U.S. Holder”
is a beneficial holder of securities who or that, for U.S. federal income tax purposes is:
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an individual who is a United States citizen or resident of the United States;
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a corporation or other entity treated as a corporation for United States federal income tax purposes created in, or organized under
the law of, the United States or any state or political subdivision thereof;
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an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source;
or
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a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more
United States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that
has in effect a valid election under applicable Treasury regulations to be treated as a United States person.
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A “non-U.S. Holder” is a beneficial
holder of shares who or that is neither a U.S. Holder nor a partnership (including an entity or arrangement treated as a partnership for
U.S. federal income tax purposes) for U.S. federal income tax purposes.
If a partnership (including an entity or arrangement
treated as a partnership for U.S. federal income tax purposes) holds our securities, the tax treatment of a partner, member or other beneficial
owner in such partnership will generally depend upon the status of the partner, member or other beneficial owner, the activities of the
partnership and certain determinations made at the partner, member or other beneficial owner level. If you are a partner, member or other
beneficial owner of a partnership holding our securities, you are urged to consult your tax advisor regarding the U.S. tax consequences
of the ownership and disposition of our securities.
THIS DISCUSSION OF U.S. FEDERAL INCOME TAX
CONSIDERATIONS IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. WE URGE PROSPECTIVE HOLDERS TO CONSULT THEIR TAX ADVISORS
CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF OWNING AND DISPOSING OF OUR SECURITIES, AS WELL AS THE APPLICATION OF ANY,
STATE, LOCAL AND NON-U.S. INCOME, ESTATE AND OTHER TAX CONSIDERATIONS.
Personal Holding Company Status
We would 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, or PHC, for U.S. federal income tax
purposes. A U.S. corporation will generally be classified as a PHC for U.S. federal income tax purposes in a given taxable year if (1) 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 (2) at
least 60% of the corporation’s adjusted ordinary gross income, as determined for U.S. federal income tax purposes, for such taxable
year consists of PHC income (which includes, among other things, dividends, interest, certain royalties, annuities and, under certain
circumstances, rents).
Depending on the date and size of our initial
business combination, it is possible that at least 60% of our adjusted ordinary gross income may consist of PHC income as discussed above.
In addition, depending on the concentration of our stock in the hands of individuals, including the members of our sponsor and certain
tax-exempt organizations, pension funds, and charitable trusts, it is possible that more than 50% of our stock will be owned or deemed
owned (pursuant to the constructive ownership rules) by five or fewer such persons during the last half of a taxable year. Thus, no assurance
can be given that we will not become a PHC following this offering or in the future. If we are or were to become a PHC in a given taxable
year, in addition to the regular corporate tax, we would be subject to an additional PHC tax, currently 20%, on our undistributed PHC
income, which generally includes our taxable income, subject to certain adjustments.
General Treatment of Units
There is no authority directly addressing
the treatment, for U.S. federal income tax purposes, of instruments with terms substantially the same as the units and, therefore, their
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 Class A common stock and one-half of one redeemable warrant to acquire one share of our Class A common
stock. We intend to treat the acquisition of a unit in this manner and, by purchasing a unit, you agree to adopt such treatment for tax
purposes. Each holder of a unit must allocate the purchase price paid by such holder for such unit between the share of Class A
common stock and the warrant based on their respective relative fair market values at the time of issuance. Under U.S. federal income
tax law, each investor must make his or her own determination of such value based on all the relevant facts and circumstances. Therefore,
we strongly urge each investor to consult his or her tax adviser regarding the determination of value for these purposes. A holder’s
initial tax basis in the Class A common stock and the warrant included in each unit should equal the portion of the purchase price
of the unit allocated thereto. Any disposition of a unit should be treated for U.S. federal income tax purposes as a disposition of the
share of Class A common stock and one-half of one redeemable warrant comprising the unit, and the amount realized on the disposition
should be allocated between the Class A common stock and the one-half of one redeemable warrant based on their respective relative
fair market values (as determined by each such unit holder on all the relevant facts and circumstances) at the time of disposition. The
separation of the Class A common stock and warrant constituting a unit should not be a taxable event for U.S. federal income tax
purposes.
The foregoing treatment of the units and a holder’s
purchase price allocation are not binding on the IRS or the courts. Because there is no authority that directly addresses 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. Each prospective investor is urged to consult its tax advisors regarding the U.S. federal, state, local and any
foreign tax consequences of an investment in a unit (including alternative characterizations of a unit and its components). The following
discussion is based on the assumption that the characterization of the Class A common stock and warrants and the allocation described
above are respected for U.S. federal income tax purposes.
U.S. Holders
Taxation of Distributions
If we pay distributions in cash or other property
(other than certain distributions of our stock or rights to acquire our stock) to U.S. Holders of shares of our Class A common stock,
such distributions generally 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 Class A common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of
the Class A common stock and will be treated as described under “— U.S. Holders — Gain or Loss on Sale, Taxable
Exchange or Other Taxable Disposition of Class A Common Stock” 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 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 the maximum tax rate accorded to long-term capital gains. It is unclear whether the redemption rights with
respect to the Class A 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 satisfied, then a corporation may not be able to qualify for the dividends received
deduction and would have taxable income equal to the entire dividend amount, and non-corporate holders may be subject to tax on such dividend
at regular ordinary income tax rates instead of the preferential rate that applies to qualified dividend income.
Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition
of Class A Common Stock
A U.S. Holder will recognize gain or loss
on the sale, taxable exchange or other taxable disposition (which would include a dissolution and liquidation in the event we do not
complete an initial business combination within 18 months (or up to 24 months, as applicable) from the closing of this offering) of
our Class A common stock. Any such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the
U.S. Holder’s holding period for the Class A common stock so disposed of exceeds one year. It is unclear, however,
whether the redemption rights with respect to the Class A 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 Class A 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 or warrants 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. The amount of
gain or loss recognized will generally be equal to the difference between (1) the sum of the amount of cash and the fair market
value of any property received in such disposition (or, if the Class A common stock is held as part of a unit at the time of
the disposition, the portion of the amount realized on such disposition that is allocated to the Class A common stock based
upon the then fair market values of the Class A common stock and the warrant included in the unit) and (2) the U.S.
Holder’s adjusted tax basis in its Class A common stock so disposed of. A U.S. Holder’s adjusted tax basis in its
Class A common stock will generally 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 Class A common stock or, as discussed below, the U.S. Holder’s
initial basis for Class A common stock received upon exercise of a warrant) less any prior distributions treated as a return of
capital. The deductibility of capital losses is subject to limitations.
Redemption of Class A Common Stock
In the event that a U.S. Holder’s Class A
common stock is 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 Class A common stock in an open market transaction (each of which we
refer to as a “redemption”), the treatment of the transaction for U.S. federal income tax purposes will depend on whether
the redemption qualifies as a sale of the Class A common stock under Section 302 of the Code. If the redemption qualifies as
a sale of Class A common stock under the tests described below, the tax consequences to the U.S. Holder will be the same as described
under “— U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock”
above. If the redemption does not qualify as a sale of Class A common stock, the U.S. Holder will be treated as receiving a corporate
distribution, the tax consequences of which are described above under “— U.S. Holders — Taxation of Distributions”.
Whether the redemption qualifies for sale treatment will depend primarily on the total number of shares of our stock treated as held by
the U.S. Holder (including any stock constructively owned by the U.S. Holder as a result of owning warrants) both before and after the
redemption. The redemption of Class A common stock will generally be treated as a sale of the Class A common stock (rather than
as a corporate distribution) if the redemption (1) is “substantially disproportionate” with respect to the U.S. Holder,
(2) results in a “complete termination” of the U.S. Holder’s interest in us or (3) is “not essentially
equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.
In determining whether any of the foregoing tests
are satisfied, a U.S. Holder takes into account not only 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 Class A common stock which could be acquired
pursuant to the exercise of the warrants. A redemption of a U.S. Holder’s stock will be substantially disproportionate with respect
to the U.S. Holder if the percentage of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately
following the redemption of Class A common stock is, among other requirements, 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 Class A common stock may not be treated as voting stock 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 (1) all of the shares
of our stock actually and constructively owned by the U.S. Holder are redeemed or (2) all of the shares of our stock 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 stock owned by certain family members and the U.S. Holder does not constructively own any other stock (including any stock
constructively owned by the U.S. Holder as a result of owning warrants). The redemption of the Class A common stock will not be essentially
equivalent to a dividend if the redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest
in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend
on the particular facts and circumstances. 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 is urged to consult its tax advisors as to the tax consequences of a redemption,
including the application of the constructive ownership rules described above.
If none of the foregoing tests is satisfied, the
redemption will be treated as a corporate distribution, the tax consequences of which are 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 Class A common stock should be added to the U.S. Holder’s adjusted tax basis in its remaining stock, 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 of a Warrant
Except as discussed below with respect to the
cashless exercise of a warrant, a U.S. Holder will not recognize gain or loss upon the exercise of a warrant for cash. The U.S. Holder’s
tax basis in the share of our Class A common stock received upon exercise of the warrant will generally be an amount equal to the
sum of the U.S. Holder’s initial investment in the warrant (i.e., the portion of the U.S. Holder’s purchase price for a unit
that is allocated to the warrant, as described above under “— General Treatment of Units”) and the exercise price of
such warrant. It is unclear whether a U.S. Holder’s holding period for the Class A common stock received upon exercise of the
warrant would commence on the date of exercise of the warrant or the day following the date of exercise of the warrant; however, in either
case the holding period will not include the period during which the U.S. Holder held the warrants.
The tax consequences of a cashless exercise of
a warrant are not clear under current tax law. A cashless exercise may be nontaxable, either because the exercise is not a realization
event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either situation, a U.S. Holder’s
tax basis in the Class A common stock received would generally equal the holder’s tax basis in the warrant exercised. If the
cashless exercise were treated as not being a realization event, it is unclear whether a U.S. Holder’s holding period for the Class A
common stock would commence on the date of exercise of the warrant or the day following the date of exercise of the warrant. If, however,
the cashless exercise were treated as a recapitalization, the holding period of the Class A common stock would include the holding
period of the warrant 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 is recognized. In such event, a U.S. Holder would be
deemed to have surrendered a number of warrants having a value equal to the exercise price for the number of warrants deemed exercised.
The U.S. Holder would recognize capital gain or loss in an amount equal to the difference between the fair market value of the Class A
common stock represented by the warrants deemed surrendered and the U.S. Holder’s tax basis in the warrants deemed surrendered.
In this case, a U.S. Holder’s tax basis in the Class A 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 warrant, as described above under “ — General Treatment of Units”) and the exercise price of such
warrants. It is unclear whether a U.S. Holder’s holding period for the Class A common stock would commence on the date of
exercise of the warrant or the day following the date of exercise of the warrant.
Due to the absence of authority on the U.S. federal
income tax treatment of a cashless exercise, including when a U.S. Holder’s holding period would commence with respect to the Class A
common stock received, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above
would be adopted by the IRS or a court of law. Accordingly, U.S. Holders are urged to consult their tax advisors regarding the tax consequences
of a cashless exercise.
Sale, Exchange, Redemption or Expiration of a Warrant
Upon a sale, exchange (other than by exercise),
redemption (other than a redemption for Class A common stock), or expiration of a warrant, a U.S. Holder will recognize taxable gain
or loss in an amount equal to the difference between (1) the amount realized upon such disposition or expiration (or, if the warrant
is held as part of a unit at the time of the disposition of the unit, the portion of the amount realized on such disposition that is allocated
to the warrant based on the then fair market values of the warrant and the Class A common stock constituting such unit) and (2) the
U.S. Holder’s tax basis in the warrant (that is, generally the portion of the U.S. Holder’s purchase price for a unit that
is allocated to the warrant, as described above under “— General Treatment of Units”). Such gain or loss will generally
be treated as long-term capital gain or loss if the warrant is held by the U.S. Holder for more than one year at the time of such disposition
or expiration. 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 deductibility of capital losses is subject to certain limitations.
If we give notice of an intention to redeem warrants
for $0.10 as described in the section of this prospectus entitled “Description of Securities — Warrants — Public Stockholders’
Warrants,” and a U.S. Holder exercises its warrant on a cashless basis and receives the amount of Class A common stock as determined
by reference to the table set forth thereunder, we intend to treat such exercise as a redemption of warrants for Class A common stock
for U.S. federal income tax purposes. Such redemption should be treated as a “recapitalization” within the meaning of Section 368(a)(1)(E) of
the Code. Accordingly, a U.S. Holder should not recognize any gain or loss on the redemption of warrants for shares of our Class A
common stock. A U.S. Holder’s aggregate tax basis in the shares of Class A common stock received in the redemption generally
should equal the U.S. Holder’s aggregate tax basis in the warrants redeemed and the holding period for the shares of Class A
common stock received in redemption of the warrants should include the U.S. Holder’s holding period for the surrendered warrants.
However, there is some uncertainty regarding this tax treatment and it is possible such a redemption could be treated in part as a taxable
exchange in which gain or loss would be recognized in a manner similar to that discussed above for a cashless exercise of warrants or
otherwise characterized. Accordingly, a U.S. Holder is urged to consult its tax advisor regarding the tax consequences of a redemption
of warrants for shares of Class A common stock.
Possible Constructive Distributions
The terms of each warrant provide for an adjustment
to the number of shares of Class A 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 captioned “Description of Securities — Warrants — Public
Stockholders’ Warrants.” An adjustment which has the effect of preventing dilution is generally not a taxable event. Nevertheless,
a U.S. Holder of warrants would be treated as receiving a constructive distribution from us if, for example, the adjustment to the number
of such shares or to such exercise price increases the holder’s proportionate interest in our assets or earnings and profits (e.g.,
through an increase in the number of shares of Class A common stock that would be obtained upon exercise) as a result of a distribution
of cash to the holders of shares of our Class A common stock which is taxable to such U.S. Holders as described under “—
U.S. Holders — Taxation of Distributions” above. Such constructive distribution would be subject to tax as described under
that section in the same manner as if such U.S. Holder received a cash distribution from us equal to the fair market value of such increased
interest.
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 Class A
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 or 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 refund or a credit against a U.S. Holder’s U.S. federal
income tax liability provided the required information is timely furnished to the IRS.
All U.S. holders should consult their tax advisors
regarding the application of information reporting and backup withholding to them.
Non-U.S. Holders
Taxation of Distributions
In general, any distributions (including constructive
distributions) we make to a non-U.S. Holder of shares of our Class A 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, 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 Class A 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 Class A common stock, which will be treated as described under “—
Non-U.S. Holders — Gain on Sale, Exchange or Other Taxable Disposition of Class A Common Stock and Warrants” below. In
addition, if we determine that we are classified as a “United States real property holding corporation” (see “—
Non-U.S. Holders — Gain on Sale, Exchange or Other Taxable Disposition of Class A Common Stock and Warrants” below),
we will withhold 15% of any distribution that exceeds our current and accumulated earnings and profits.
Dividends 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 (or if a tax treaty applies
are attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. Holder) will generally 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, such dividends will generally be subject to U.S. federal income tax, net of certain deductions, at the
same graduated individual or corporate rates applicable to U.S. Holders. If the non-U.S. Holder is a corporation, dividends that are effectively
connected income may also be subject to a “branch profits tax” at a rate of 30% (or such lower rate as may be specified by
an applicable income tax treaty).
Exercise or Lapse of a Warrant
The U.S. federal income tax treatment of a non-U.S.
Holder’s exercise of a warrant or the lapse of a warrant held by a non-U.S. Holder generally will correspond to the U.S. federal
income tax treatment of the exercise or lapse of a warrant by a U.S. Holder, as described under “— U.S. Holders — Exercise
of a Warrant” or “ U.S. Holders — Sale, Exchange, Redemption or Expiration of a Warrant” above, as applicable,
although to the extent a cashless exercise results in a taxable exchange, the tax consequences to the non-U.S. Holder would be the same
as those described below in “— Non-U.S. Holders — Gain on Sale, Exchange or Other Taxable Disposition of Class A
Common Stock and Warrants.”
Redemption of Warrants for Class A Common Stock
A redemption of warrants for Class A common
stock described in this prospectus under “Description of Securities — Warrants — Public Stockholders’ Warrants”
should be treated as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code. Accordingly, non-U.S.
Holders should not recognize any gain or loss on the redemption of warrants for shares of our Class A common stock. A non-U.S. Holder’s
aggregate tax basis in the shares of Class A common stock received in the redemption should equal such non-U.S. Holder’s aggregate
tax basis in the warrants redeemed and such non-U.S. Holder’s holding period for the shares of Class A common stock received
in redemption of the warrants should include such non-U.S. Holder’s holding period for the surrendered warrants.
Gain on Sale, Exchange or Other Taxable Disposition of Class A
Common Stock and Warrants
A non-U.S. Holder will generally not be
subject to U.S. federal income or withholding tax in respect of gain recognized on a sale, taxable exchange or other taxable
disposition of our Class A common stock, which would include a dissolution and liquidation in the event we do not complete an
initial business combination within 18 months (or up to 24 months, as applicable) from the closing of this offering, or warrants
(including an expiration or redemption of our warrants), in each case without regard to whether those 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, if
an applicable tax treaty so requires, is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. Holder);
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the non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and
certain other conditions are met; or
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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 Class A
common stock, and, in the case where shares of our Class A 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 Class A 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 Class A common
stock. There can be no assurance that our Class A common stock will be treated as regularly traded on an established securities market
for this purpose.
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Unless an applicable treaty provides otherwise,
gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the
non-U.S. holder were a United States 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 applicable treaty rate). Gain
described in the second bullet point above will generally be subject to a flat 30% U.S. federal income tax. Non-U.S. Holders are urged
to consult their tax advisors regarding possible eligibility for benefits under income tax treaties.
If the third bullet point above applies to a non-U.S.
Holder, gain recognized by such holder on the sale, exchange or other disposition of our Class A common stock or warrants will be
subject to tax at generally applicable U.S. federal income tax rates. In addition, a buyer of our Class A common stock 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. We will 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. If we are or have
been a “United States real property holding corporation”, non-U.S. Holders are urged to consult their own tax advisors regarding
the application of these rules.
Possible Constructive Distributions
The terms of each warrant provide for an adjustment
to the number of shares of Class A 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 captioned “Description of Securities — Warrants — Public
Stockholders’ Warrants.” An adjustment which has the effect of preventing dilution is generally not a taxable event. Nevertheless,
a non-U.S. Holder of warrants would be treated as receiving a constructive distribution from us if, for example, the adjustment to the
number of such shares or to such exercise price increases the holder’s proportionate interest in our assets or earnings and profits
(e.g., through an increase in the number of shares of Class A common stock that would be obtained upon exercise) as a result of a
distribution of cash to the holders of shares of our Class A common stock which is taxable to such non-U.S. Holders as described
under “— Non-U.S. Holders — Taxation of Distributions” above. A non-U.S. Holder would be subject to U.S. federal
income tax withholding under that section in the same manner as if such non-U.S. Holder received a cash distribution from us equal to
the fair market value of such increased interest without any corresponding receipt of cash.
Redemption of Class A Common Stock
The characterization for U.S. federal income tax
purposes of the redemption of a non-U.S. Holder’s Class A common stock pursuant to the redemption provisions described in this
prospectus under “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 Class A common stock, as described under “— U.S. Holders
— Redemption of Class A Common Stock” above, and the consequences of the redemption to the non-U.S. Holder will be as
described above under “— Non-U.S. Holders — Taxation of Distributions” and “— Non-U.S. Holders —
Gain on Sale, Exchange or Other Taxable Disposition of Class A Common Stock and Warrants,” as applicable.
Information Reporting and Backup Withholding
In general, 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
will generally 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. The gross amount of dividends and proceeds from the disposition of our Class A common stock or warrants paid to a holder
that fails to provide the appropriate certification in accordance with applicable U.S. Treasury regulations generally will be subject
to backup withholding at the applicable rate.
Information reporting and backup withholding are
generally not required with respect to the amount of any proceeds from the sale by a non-U.S. Holder of Class A common stock or warrants
outside the United States through a foreign office of a foreign broker that does not have certain specified connections to the United
States. However, if a non-U.S. Holder sells Class A common stock or warrants through a U.S. broker or the U.S. office of a foreign
broker, the broker will generally be required to report to the IRS the amount of proceeds paid to such holder, unless the non-U.S. Holder
provides appropriate certification (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable) to the broker of its status as a non-U.S.
Holder or such non-U.S. Holder is an exempt recipient. In addition, for information reporting purposes, certain non-U.S. brokers with
certain relationships with the United States will be treated in a manner similar to U.S. brokers.
All non-U.S. Holders should consult their tax
advisors regarding the application of information reporting and backup withholding rules to them.
Foreign Account Tax Compliance Act
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. Prospective investors should consult their tax advisors regarding the possible implications of FATCA on their
investment in our securities.
UNDERWRITING
We are offering the units described in this
prospectus through the underwriters named below. Citigroup Global Markets Inc. and Cowen and Company, LLC are the representatives for
the underwriters and are acting as the joint book-running managers of the offering. We have entered into an underwriting agreement with
the representatives. Subject to the terms and conditions of the underwriting agreement, each underwriter has severally agreed to purchase
from us, on a firm commitment basis, and we have agreed to sell to such underwriter, the number of units listed next to its name in the
following table:
|
Underwriters
|
|
Number of
Units
|
|
|
Citigroup Global Markets Inc.
|
|
|
|
|
|
Cowen and Company, LLC
|
|
|
|
|
|
Total
|
|
|
25,000,000
|
|
The underwriting
agreement provides that the obligations of the underwriters are subject to certain conditions precedent and that the underwriters have
agreed, severally and not jointly, to purchase all of the shares sold under the underwriting agreement if any of these shares are purchased,
other than those units covered by the option described below. If an underwriter defaults, the underwriting agreement provides that the
purchase commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated.
We have agreed to indemnify
the underwriters against specified liabilities, including liabilities under the Securities Act of 1933, and to contribute to payments
the underwriters may be required to make in respect thereof.
The underwriters are
offering the units, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their
counsel and other conditions specified in the underwriting agreement. The underwriters reserve the right to withdraw, cancel or modify
offers to the public and to reject orders in whole or in part.
We have granted to the
underwriters an option to purchase up to 3,750,000 additional units at the public offering price, less the underwriting discounts
and commissions. This option is exercisable for a period of 45 days. To the extent that the underwriters exercise this option, the
underwriters will purchase additional units from us in approximately the same proportion as shown in the table above.
The following table
shows the public offering price, underwriting discounts and commissions and proceeds, before expenses to us. These amounts are shown
assuming both no exercise and full exercise of the underwriters' option to purchase additional units. $0.35 per unit, or $8,750,000 (or
$10,062,500 if the over-allotment option is exercised in full), of deferred underwriting commissions will be paid to the underwriters
upon the completion of our initial business combination.
|
|
|
Per Unit(1)
|
|
|
Total(1)
|
|
|
|
|
Without
Over-allotment
|
|
|
With
Over-allotment
|
|
|
Without
Over-allotment
|
|
|
With
Over-allotment
|
|
|
Underwriting Discounts and Commissions paid by us
|
|
$
|
0.55
|
|
|
$
|
0.55
|
|
|
$
|
13,750,000
|
|
|
$
|
15,812,500
|
|
|
|
(1)
|
Includes
$0.20 per unit, or $5,000,000 in the aggregate (or $5,750,000 if the underwriters’
over-allotment option is exercised in full), payable upon the closing of this offering. Also
includes $0.35 per unit, or $8,750,000 in the aggregate (or $10,062,500 in the aggregate
if the over-allotment option is exercised in full), payable to the underwriters for deferred
underwriting commissions to be placed in a trust account located in the United States as
described herein. The deferred commissions will be released to the underwriters only on completion
of an initial business combination, in an amount equal to $0.35 multiplied by the number
of shares of Class A common stock sold as part of the units in this offering, as described
in this prospectus.
|
If
we do not complete our initial business combination within the time period required by our amended and restated certificate of incorporation,
the underwriters have agreed that (i) they will forfeit any rights or claims to their deferred underwriting discounts and commissions,
including any accrued interest thereon, then in the trust account, and (ii) that the deferred underwriters’ discounts and commissions
will be distributed on a pro rata basis, together with any interest earned on the funds held in the trust account and not previously
released to us to pay our taxes, to the public stockholders.
The
underwriters propose to offer the units to the public at the public offering price set forth on the cover of this prospectus. The underwriters
may offer the units to securities dealers at the public offering price less a concession not in excess of $ per
unit. If all of the units are not sold at the public offering price, the underwriters may change the offering price and other selling
terms.
We estimate that
the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $600,000 and are payable
by us. We also have agreed to reimburse the underwriters for up to $25,000 for their FINRA counsel fee. In accordance with FINRA
Rule 5110, this reimbursed fee is deemed underwriting compensation for this offering.
The underwriters do not
intend to confirm sales of the shares to any accounts over which they have discretionary authority.
In connection with this
offering, the underwriters may engage in stabilizing transactions, syndicate covering transactions, penalty bids and purchases to cover
positions created by short sales.
|
|
·
|
Stabilizing transactions permit bids to purchase units so long as the stabilizing bids do not exceed a specified maximum, and are
engaged in for the purpose of preventing or retarding a decline in the market price of the units while the offering is in progress.
|
|
|
·
|
Stabilizing transactions may involve sales by the underwriters of units in excess of the number of units the underwriters are obligated
to purchase. This creates a syndicate short position which may be either a covered short position or a naked short position. In a covered
short position, the number of units stabilized by the underwriters is not greater than the number of units that they may purchase in the
option. In a naked short position, the number of units involved is greater than the number of units in the option. The underwriters may
close out any short position by exercising their option and/or purchasing shares in the open market.
|
|
|
·
|
Syndicate covering transactions involve purchases of units in the open market after the distribution has been completed in order to
cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider,
among other things, the price of shares available for purchase in the open market as compared with the price at which they may purchase
shares through exercise of the option. If the underwriters sell more shares than could be covered by exercise of the option and, therefore,
have a naked short position, the position can be closed out only by buying shares in the open market. A naked short position is more likely
to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of the units in the open
market that could adversely affect investors who purchase in the offering.
|
|
|
·
|
Penalty
bids permit the representatives to reclaim a selling concession from a syndicate member when
the common stock originally sold by that syndicate member is purchased in stabilizing or
syndicate covering transactions to cover syndicate short positions.
|
These stabilizing transactions, syndicate covering
transactions and penalty bids may have the effect of raising or maintaining the market price of our units or preventing or retarding a
decline in the market price of our units. As a result, the price of our units in the open market may be higher than it would otherwise
be in the absence of these transactions. Neither we nor the underwriters make any representation or prediction as to the effect that the
transactions described above may have on the price of our common stock. These transactions may be effected on the New York Stock Exchange,
in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.
We, our sponsors and our officers and directors
have agreed that we and they will not offer, sell, contract to sell, pledge or grant any option to purchase or otherwise dispose of,
directly or indirectly, without the prior written consent of Citigroup Global Markets Inc. and Cowen and Company, LLC for a period of
180 days after the date of this prospectus, any units, warrants, shares of common stock or any other securities convertible into, or
exercisable, or exchangeable for, shares of common stock or 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 owned, whether any such transaction is to be settled by delivery of
such securities, in cash or otherwise; provided, however, that we may (1) issue and sell the private placement warrants; (2) issue
and sell the additional units to cover our underwriters’ over-allotment option (if any); (3) register with the SEC pursuant
to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, the resale of the founder
shares, the private placement warrants, the sponsor loan warrants and warrants that may be issued upon conversion of working capital
loans and the shares (and any shares of common stock issuable upon the exercise of the private placement warrants issued upon conversion
of working capital loans and the sponsor loan); and (4) issue securities in connection with our initial business combination. However,
the foregoing shall not apply to the forfeiture of any founder shares pursuant to their terms or any transfer of founder shares to any
current or future independent director of the company (as long as such current or future independent director is subject to the terms
of the letter agreement, filed herewith, at the time of such transfer; and as long as, to the extent any Section 16 reporting obligation
is triggered as a result of such transfer, any related Section 16 filing includes a practical explanation as to the nature of the
transfer). Citigroup Global Markets Inc. and Cowen and Company, LLC in their sole discretion may release any of the securities subject
to these lock-up agreements at any time without notice.
Our initial stockholders have agreed not to transfer,
assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of our initial business
combination and (B) subsequent to our initial business combination, (x) the date on which we complete a liquidation, merger,
stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange
their shares of common stock for cash, securities or other property or (y) if the last reported sale price of our Class A 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 our initial business combination (except
as described herein under “Principal Stockholders — Transfers of Founder Shares and Private Placement Warrants”). Any
permitted transferees would be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder
shares.
The private placement warrants and any sponsor
loan warrants (including the shares of Class A common stock issuable upon exercise of the private placement warrants and any sponsor
loan 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 in this prospectus under “Principal Stockholders — Transfers of
Founder Shares, Private Placement Warrants and Sponsor Loan Warrants”).
We expect our units to be listed on the NYSE,
under the symbol “CNDB.U” and, once the Class A common stock and warrants begin separate trading, to have our Class A
common stock and warrants listed on the NYSE under the symbols “CNDB” and “CNDB WS,” respectively.
Prior to this offering, there has been no public
market for our securities.
The determination of our per unit offering price
was more arbitrary than would typically be the case if we were an operating company. Among the factors considered in determining the initial
public offering price were the history and prospects of companies whose principal business is the acquisition of other companies, prior
offerings of those companies, our management, our capital structure, and currently prevailing general conditions in equity securities
markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you,
however, that the price at which the units, Class A 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, Class A common stock or warrants
will develop and continue after this offering.
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 any of the underwriters
provide services to us after this offering, we may pay such underwriter fair and reasonable fees that would be determined at that time
in an arm’s length negotiation; provided that no agreement will be entered into with 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 they are affiliated a finder’s fee or other compensation for services rendered to us in connection
with the completion of a business combination. Any fees we may pay the underwriters or their affiliates for services rendered to us after
this offering may be contingent on the completion of a business combination and may be paid in other than cash. The underwriters or their
affiliates that provide these services to us may have a potential conflict of interest given that the underwriters are entitled to the
deferred portion of their underwriting compensation for this offering only if an initial business combination is completed within the
specified timeframe.
The underwriters and their respective affiliates
are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment
banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial
and non-financial activities and services. The underwriters and their affiliates have engaged in, and may in the future engage in, investment
banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the
future receive, customary fees and commissions for these transactions.
In addition, in the ordinary course of their business
activities, the underwriters and their respective affiliates, officers, directors and employees may make or hold a broad array of investments
and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for
their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments
of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent
research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or
short positions in such securities and instruments.
A prospectus in electronic
format may be made available on the web sites maintained by the underwriters, or selling group members, if any, participating in this
offering and the underwriters participating in this offering may distribute prospectuses electronically. The representatives may agree
to allocate a number of units to underwriters and selling group members for sale to their online brokerage account holders. Internet
distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis
as other allocations.
The units are offered for sale in those jurisdictions
in the United States, Europe, Asia and elsewhere where it is lawful to make such offers.
The underwriters have represented and agreed that
it has not offered, sold or delivered and will not offer, sell or deliver any of the units directly or indirectly, or distribute this
prospectus or any other offering material relating to the units, in or from any jurisdiction except under circumstances that will result
in compliance with the applicable laws and regulations thereof and that will not impose any obligations or other duties on us except as
set forth in the underwriting agreement.
Founder Shares and Private Placement Warrants
On March 25, 2021, CA2 Co-Investment
purchased 1,437,500 founder shares from our sponsor. On May 6, 2021, CA2 Co-Investment sold 956,439 shares back to our sponsor at their
original purchase price, resulting in CA2 Co-Investment holding 481,061 founder shares. If the over-allotment option is not fully sold,
CA2 Co-Investment will forfeit up to 61,364 founder shares, such that CA2 Co-Investment will hold 419,697 founder shares if the over-allotment
option is not exercised. CA2 Co-Investment (and/or its designee) has also committed to purchase from us 909,091 private placement warrants
(or 1,000,000 private placement warrants if the underwriters’ over-allotment option is exercised in full) at $1.00 per warrant
for an aggregate purchase price of $909,091 (or $1,000,000 if the over-allotment option is exercised). In addition, CA2 Co-Investment
has agreed to lend us $606,061 (or $696,970 if the underwriters’ over-allotment option is exercised in full) as of the closing
date of this offering at no interest. The proceeds of the sponsor loan will be added to the trust account (as described in this prospectus)
and be used to fund the redemption of our public shares (subject to the requirements of applicable law) in accordance with the terms
set forth in this prospectus. The sponsor loan shall be repaid or converted into sponsor loan warrants at a conversion price of $1.00
per warrant, at the sponsors’ discretion. The sponsor loan warrants would be identical to the private placement warrants to be
sold to the sponsors concurrently with the closing of this offering. The sponsor loan is being extended in order to ensure that the amount
in the trust account is $10.20 per public share. If we do not complete an initial business combination, we will not repay the sponsor
loan from amounts held in the trust account, and its proceeds will be distributed to our public stockholders. The private placement warrants
have terms and provisions that are identical to the warrants included in the units sold in this offering except as described under “Description
of Securities — Private Placement Warrants,” including that, subject to certain exceptions, the private placement warrants
(including shares including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable,
assignable or salable until after the completion of our initial business combination and the private placement warrants held by CA2 Co-Investment
will not be exercisable more than five years from the commencement of sales in this offering in accordance with FINRA Rule 5110(g)(8).
The purchase of the private placement warrants will take place on a private placement basis simultaneously with the consummation of this
offering. Such private placement warrants and founder shares will be considered underwriting compensation in connection with this offering.
Such private placement warrants and founder shares will be subject to lock-up restrictions, as required by FINRA Rule 5110(g)(1) and
may not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short
sale, derivative, put, or call transaction that would result in the effective economic disposition of such securities by any person for
a period of 180 days immediately following the date of effectiveness of the registration statement of which this prospectus forms a part
or commencement of sales of the offering, except as provided in FINRA Rule 5110(g)(2). Our initial stockholders, including CA2 Co-Investment,
are entitled under the registration rights agreement to make up to three demands that we register certain of our securities held by them
for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant to Rule 415 under the
Securities Act. In addition, these holders have the right to include their securities in other registration statements filed by us. Notwithstanding
the foregoing, CA2 Co-Investment may not exercise its demand and “piggyback” registration rights after five and seven years,
respectively, after the commencement of sales in this offering.
Affiliations
The underwriters and their respective affiliates
are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment
banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities.
The underwriters and their affiliates may from time to time in the future engage with us and perform services for us or in the ordinary
course of their business for which they will receive customary fees and expenses. In the ordinary course of their various business activities,
the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities
(or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their
customers, and such investment and securities activities may involve securities and/or instruments of us. The underwriters and their respective
affiliates may also make investment recommendations and/or publish or express independent research views in respect of these securities
or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in these securities and
instruments.
We are not under any contractual obligation
to engage any of the underwriters to provide any services for us after this offering, and have no present intent to do so. However, any
of the underwriters may introduce us to potential target businesses or assist us in raising additional capital in the future. If any
of the underwriters provide services to us after this offering, we may pay such underwriter fair and reasonable fees that would be determined
at that time in an arm’s length negotiation; provided that no agreement will be entered into with any of the underwriters and no
fees for such services will be paid to any of the underwriters prior to the date that is 60 days from the date of this prospectus, unless
FINRA determines that such payment would not be deemed underwriter’s compensation in connection with this offering and we may pay
the underwriters of this offering or any entity with which they are affiliated a finder’s fee or other compensation for services
rendered to us in connection with the completion of a business combination.
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 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 European Economic Area
In relation to each Member State of the European
Economic Area (each, a “Member State”) no units have been offered or will be offered pursuant to the offering to the public
in that Member State prior to the publication of a prospectus in relation to the units which has been approved by the competent authority
in that Member State or, where appropriate, approved in another Member State and notified to the competent authority in that Member State,
all in accordance with the Prospectus Regulation, except that offers of units may be made to the public in that Member State at any time
under the following exemptions under the Prospectus Regulation:
|
|
(a)
|
to any legal entity which is a qualified investor as defined
in the Prospectus Regulation;
|
|
|
(b)
|
to
fewer than 150 natural or legal persons (other than qualified investors as defined in the
Prospectus Regulation), subject to obtaining the prior consent of the representatives for
any such offer; or
|
|
|
(c)
|
in any other circumstances falling within Article 1(4) of
the Prospectus Regulation.
|
For the purposes of this provision, the expression
an “offer to the public” in relation to any units in any Member 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.
This European Economic Area selling restriction
is in addition to any other selling restrictions set out below.
Notice to Prospective Investors in Israel
This document does not constitute a prospectus
under the Israeli Securities Law, 5728-1968 (the “Israel Securities Law”), and has not been filed with or approved by the
Israel Securities Authority. In Israel, this prospectus is being distributed only to, and is directed only at, and any offer of the units
is directed only at, (i) a limited number of persons in accordance with the Israeli Securities Law and (ii) investors listed
in the first addendum (the “Addendum”), to the Israeli Securities Law, consisting primarily of joint investment in trust funds,
provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters,
venture capital funds, entities with equity in excess of NIS 50 million and “qualified individuals,” each as defined in the
Addendum (as it may be amended from time to time), collectively referred to as qualified investors (in each case, purchasing for their
own account or, where permitted under the Addendum, for the accounts of their clients who are investors listed in the Addendum). Qualified
investors are required to submit written confirmation that they fall within the scope of the Addendum, are aware of the meaning of same
and agree to it.
Notice to Prospective Investors in the United Kingdom
The underwriters have represented and agreed that:
|
|
(a)
|
they have only communicated or caused to be communicated and
will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the Financial Services and Markets Act 2000 (FSMA)) received by it in connection with the issue or sale of the units
in circumstances in which Section 21(1) of the FSMA does not apply to the company; and
|
|
|
(b)
|
they have complied and will comply with all applicable provisions
of the FSMA with respect to anything done by it in relation to the units in, from or otherwise involving the United Kingdom.
|
LEGAL MATTERS
Greenberg Traurig, LLP, McLean, Virginia, has
passed upon the validity of the securities offered in this prospectus on behalf of us. DLA Piper LLP (US) advised the underwriters in
connection with the offering of the securities.
EXPERTS
The financial statements of Concord Acquisition
Corp III as of March 1, 2021 and for the period from February 18, 2021 (inception) through March 1, 2021 appearing in this prospectus
have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report thereon (which contains
an explanatory paragraph relating to substantial doubt about the ability of Concord Acquisition Corp III 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 the report
of such firm given upon their authority 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.
CONCORD ACQUISITION CORP III
INDEX TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Stockholder and Board of Directors
of
Concord Acquisition Corp III
Opinion on the Financial Statements
We have audited the accompanying balance sheet
of Concord Acquisition Corp III (the “Company”) as of March 1, 2021, the related statements of operations, changes in stockholder’s
equity and cash flows for the period from February 18, 2021 (inception) through March 1, 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 1, 2021, and the results of its operations and its cash flows for the period from February
18, 2021 (inception) through March 1, 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, the Company’s ability to
execute its business plan is dependent upon its completion of the proposed initial public offering described in Note 3 to the financial
statements. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered
to be one year from issuance date of the financial statements. This condition raises substantial doubt about the Company's ability to
continue as a going concern. Management's plans with regard to this matter is also described in Notes 1 and 3. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Marcum llp
Marcum llp
We have served as the Company’s auditor since 2021.
Philadelphia, Pennsylvania
October 15, 2021
CONCORD ACQUISITION
CORP III
BALANCE SHEETS
|
|
|
June 30, 2021
|
|
|
March 1,
2021
|
|
|
|
|
|
(Unaudited)
|
|
|
|
(Audited)
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
25,008
|
|
|
$
|
25,000
|
|
|
Deferred offering costs associated with
initial public offering
|
|
|
231,709
|
|
|
|
17,500
|
|
|
Total assets
|
|
$
|
256,717
|
|
|
$
|
42,500
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholder's equity
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Accrued offering costs and expenses
|
|
$
|
157,190
|
|
|
$
|
17,973
|
|
|
Promissory note - related party
|
|
|
75,000
|
|
|
|
-
|
|
|
Total current liabilities
|
|
|
232,190
|
|
|
|
17,973
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholder's equity:
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized;
none issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
|
Class A common stock, $0.0001 par value; 200,000,000 shares
authorized; none issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
|
Class B Common stock, $0.0001 par value; 20,000,000 shares
authorized; 7,187,500 shares issued and outstanding (1)
|
|
|
719
|
|
|
|
719
|
|
|
Additional paid-in capital
|
|
|
24,281
|
|
|
|
24,281
|
|
|
Accumulated deficit
|
|
|
(473
|
)
|
|
|
(473
|
)
|
|
Total shareholders' equity
|
|
|
24,527
|
|
|
|
24,527
|
|
|
Total liabilities and shareholders' equity
|
|
$
|
256,717
|
|
|
$
|
42,500
|
|
|
|
(1)
|
Includes up to 937,500 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised
in full or in part by the underwriters (see Note 7).
|
The accompanying notes are an integral part of
these financial statements.
CONCORD
ACQUISITION CORP III
STATEMENTS OF OPERATIONS
|
|
|
For the period from February 18, 2021 (Inception) to June 30,2021
|
|
|
For the period from February 18, 2021 (Inception) to March 1 2021
|
|
|
|
|
|
(Unaudited)
|
|
|
|
(Audited)
|
|
|
Formation costs
|
|
$
|
(473
|
)
|
|
$
|
(473
|
)
|
|
Net loss
|
|
$
|
(473
|
)
|
|
$
|
(473
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, basic
and diluted (1)
|
|
|
6,250,000
|
|
|
|
6,250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per
share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
(1)
|
Excludes up to 937,500 shares of Class B common stock
subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7).
|
The accompanying notes are an integral part of
these financial statements.
CONCORD
ACQUISITION CORP III
STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY
For the Period
from February 18, 2021 (inception) to March 1, 2021 (Audited)
|
|
|
Class B Common
Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares (1)
|
|
|
Amount
|
|
|
Additional
Paid-In
Capital
|
|
|
Accumulated
Deficit
|
|
|
Total
Stockholder's
Equity
|
|
|
Balance – February 18, 2021 (inception)
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Class B common stock to Sponsor
|
|
|
7,187,500
|
|
|
|
719
|
|
|
|
24,281
|
|
|
|
-
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(473
|
)
|
|
|
(473
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 1, 2021 (Audited)
|
|
|
7,187,500
|
|
|
$
|
719
|
|
|
$
|
24,281
|
|
|
$
|
(473
|
)
|
|
$
|
24,527
|
|
For the Period
from February 18, 2021 (inception) to March 1, 2021 (Audited)
|
|
|
Class B Common
Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares (1)
|
|
|
Amount
|
|
|
Additional
Paid-In
Capital
|
|
|
Accumulated
Deficit
|
|
|
Total
Stockholder's
Equity
|
|
|
Balance – February 18, 2021 (inception)
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Class B common stock to Sponsor
|
|
|
7,187,500
|
|
|
|
719
|
|
|
|
24,281
|
|
|
|
|
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(473
|
)
|
|
|
(473
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2021 (Unaudited)
|
|
|
7,187,500
|
|
|
$
|
719
|
|
|
$
|
24,281
|
|
|
$
|
(473
|
)
|
|
$
|
24,527
|
|
|
|
(1)
|
Includes up to 937,500 shares of Class B common stock
subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7).
|
The accompanying notes are an integral part of
these financial statements.
CONCORD
ACQUISITION CORP III
STATEMENTS OF CASH FLOWS
|
|
|
For the period
from February 18, 2021 (Inception) to June 30, 2021
|
|
|
For the period
from February 18, 2021 (Inception) to March 1, 2021
|
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(473
|
)
|
|
$
|
(473
|
)
|
|
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accrued offering costs and expenses
|
|
|
473
|
|
|
|
473
|
|
|
Net cash used in operating activities
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of Class B common stock to Sponsor
|
|
|
25,000
|
|
|
|
25,000
|
|
|
Proceeds from issuance of promissory note to related party
|
|
|
75,000
|
|
|
|
-
|
|
|
Payments of deferred offering costs associated
with initial public offering
|
|
|
(74,992
|
)
|
|
|
-
|
|
|
Net cash provided by financing activities:
|
|
|
25,008
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash
|
|
|
25,008
|
|
|
|
25,000
|
|
|
Cash, beginning of period
|
|
|
-
|
|
|
|
-
|
|
|
Cash, end of period
|
|
$
|
25,008
|
|
|
$
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of noncash operating
and financing activities:
|
|
|
|
|
|
|
|
|
|
Deferred offering costs in accrued offering
costs and expenses
|
|
$
|
156,717
|
|
|
$
|
17,500
|
|
The accompanying notes are an integral part of
these financial statements.
CONCORD
ACQUISITION CORP III
NOTES TO FINANCIAL STATEMENTS
Note 1— Organization, Business Operations
and Going Concern
Concord Acquisition Corp III (the “Company”) is a newly
organized, blank check company incorporated on February 18, 2021, as a Delaware corporation 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 has not selected any potential Business Combination target and the Company has not, nor has anyone on
its behalf, initiated any substantive discussions, directly or indirectly, with any potential Business Combination target.
As of June 30, 2021, the Company had not commenced
any operations. All activity for the period from February 18, 2021 (inception) through June 30, 2021 relates to the Company’s
formation and the Proposed Public Offering (as defined 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 sponsors are Concord Sponsor
Group III LLC (an affiliate of Atlas Merchant Capital LLC), and CA2 Co-Investment LLC (an affiliate of one of the underwriters of the
Proposed Public Offering) (the “Sponsors”). The Company’s ability to commence operations is contingent upon obtaining
adequate financial resources through a proposed public offering of 25,000,000 units (the “Units” and, with respect to the
Class A common stock included in the Units being offered, the “public shares”) at $10.00 per Unit (or 28,750,000 Units
if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3 (the “Proposed Public Offering”)
and the sale of 7,500,000 warrants (or 8,250,000 warrants if the underwriters’ over-allotment option is exercised on full) (the
“Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsors that
will close simultaneously with the Proposed Public Offering. The Company’s management has broad discretion with respect to the
specific application of the net proceeds of the Proposed Public Offering and sale of the Private Placement Warrants, although substantially
all of the net proceeds are intended to be applied generally toward consummating a Business Combination.
The Company’s Business Combination must
be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account
(as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account)
at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination
if the post-Business Combination 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”). There is no assurance that the Company will be able to successfully
effect a Business Combination.
Upon the closing of the Proposed Public
Offering, management has agreed that $10.20 per Unit sold in the Proposed Public Offering, including the proceeds of the sale of the
Private Placement Warrants and the Sponsor Loan, will be held in a trust account (“Trust Account”) and will be invested
only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S.
Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Except with respect to interest
earned on the funds held in the Trust Account that may be released to the Company as described below, the funds held in the Trust
Account will not be released from the Trust Account until the earliest of: (1) the completion of the 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 provide for the redemption of the public shares in connection with the initial Business Combination or to redeem 100%
of the public shares if the Company does not complete the initial Business Combination within 18 months (or up to 24 months if
the Company extends the period of time to consummate a Business Combination) from the closing of the Proposed Public Offering or
(ii) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity;
and (3) the redemption of all of the public shares if the Company has not completed the initial Business Combination within 18
months (or up to 24 months, as applicable) from the closing of the Proposed Public Offering, subject to applicable law. The proceeds
deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have
priority over the claims of the public stockholders.
The Company will provide its public stockholders
with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either:
(1) in connection with a stockholder meeting called to approve the Business Combination; or (2) by means of a tender offer.
Except as required by applicable law or stock exchange rules, the decision as to whether the Company will seek stockholder approval of
a proposed 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 all or a portion of their public shares upon the completion of the initial Business Combination at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior
to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable), divided by
the number of then outstanding public shares, subject to the limitations. The amount in the Trust Account is initially anticipated to
be $10.20 per public share.
The
shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion
of the Proposed Public Offering, in accordance with Financial Accounting Standards Board's ("FASB") Accounting Standards Codification
(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business
Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the
Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.
The Company will have only 18 months (or
up to 24 months if the Company extends the period of time to consummate a Business Combination) from the closing of the
Proposed Public Offering (the “Combination Period”) to complete the initial Business Combination. If the Company is
unable to complete the initial Business Combination within the initial Business Combination within such period or during any
Extension Period (as defined below), the Company will: (1) cease all operations except for the purpose of winding up;
(2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds
held in the Trust Account (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public
stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), (3) as
promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and
the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to
provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating
distributions with respect to their warrants, which will expire worthless if the Company fails to complete the initial Business
Combination within the Combination Period.
The Sponsors, officers and directors will
enter into a letter agreement with the Company, pursuant to which they have agreed to waive: (1) their redemption rights with respect
to any founder shares (as described in Note 5) and public shares held by them, as applicable, in connection with the completion of the
initial Business Combination; (2) 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 the Company’s amended and restated certificate of incorporation (A) to
modify the substance or timing of the obligation to allow redemptions in connection with the initial Business Combination or to redeem
100% of the public shares if the Company has not consummated the initial Business Combination within the Combination Period or (B) with
respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) their
rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to complete
the initial Business Combination within the Combination Period or during any extended time that the Company has to consummate a Business
Combination beyond the Combination Period as a result of a stockholder vote to amend the Company’s amended and restated certificate
of incorporation (an “Extension Period”) (although they will be entitled to liquidating distributions from the Trust Account
with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination
Period).
The Sponsor has agreed that it will be liable
to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective
target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account
to below: (1) $10.20 per public share; or (2) such lesser amount per public share held in the Trust Account as of the date
of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the amount of interest
which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access
to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering
against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover,
in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the
extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds
to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company and, therefore, the
Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations.
Liquidity and Going Concern Consideration
As of June 30, 2021, the Company had $25,008
in cash and a working capital deficiency of $207,182 (excluding deferred offering costs). The Company has incurred and expects to continue
to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. Management plans to address this uncertainty through a Proposed Public Offering as discussed
in Note 3. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful
within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Risks and Uncertainties
Management is currently evaluating the impact of the COVID-19 pandemic
and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position,
results of its operations 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— Significant Accounting Policies
Basis of Presentation
The accompanying audited financial statements as of and for the
period ended March 1, 2021 are presented in conformity with accounting principles generally accepted in the United States of America
(“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
The accompanying unaudited financial statements
as of and for the period ended June 30, 2021 have been prepared in accordance with U.S. GAAP for interim financial information and Article
10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation
have been included. Operating results for the period ended June 30, 2021 is not necessarily indicative of the results that may be expected
for the year ending December 31, 2021.
All information included in these notes to the financial statements
related to periods after March 1, 2021 is unaudited.
Emerging Growth Company Status
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS
Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports
and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder
approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS
Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies
(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies
but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means
that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth
company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
Use of Estimates
The preparation of financial statements in conformity
with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting
period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of June 30, 2021 and March 1, 2021.
Deferred Offering Costs
Deferred offering costs consist of accounting and legal expenses
incurred through the balance sheet date that are directly related to the Proposed Public Offering. Deferred offering costs will be allocated
to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total
proceeds received. Upon completion of the Proposed Public Offering, offering costs associated with warrant liabilities will be expensed,
and presented as non-operating expenses in the statement of operations and offering costs associated with the Class A common stock will
be charged to stockholders’ equity. 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.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which
qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying
amounts represented in the balance sheet, primarily due to its short-term nature.
Fair Value Measurements
Fair value is defined as the price that would be received for sale
of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP
establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest
priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority
to unobservable inputs (Level 3 measurements). These tiers include:
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Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments
in active markets;
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•
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Level
2, defined as inputs other than quoted prices in active markets that are either directly
or indirectly observable such as quoted prices for similar instruments in active markets
or quoted prices for identical or similar instruments in markets that are not active; and
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•
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Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring
an entity to develop its own assumptions, such as valuations derived from valuation techniques
in which one or more significant inputs or significant value drivers are unobservable. In
some circumstances, the inputs used to measure fair value might be categorized within different
levels of the fair value hierarchy. In those instances, the fair value measurement is categorized
in its entirety in the fair value hierarchy based on the lowest level input that is significant
to the fair value measurement.
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Derivative Financial Instruments
The Company evaluates its financial instruments to determine if
such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, "Derivatives
and Hedging". Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date,
with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance
sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within
12 months of the balance sheet date.
Warrant Liability
The Company will account for the 20,000,000
warrants to be issued in connection with the Proposed Public Offering (the 12,500,000 Public Warrants and the 7,500,000 Private Placement
Warrants assuming the underwriters’ over-allotment option is not exercised) in accordance with the guidance contained in ASC 815-40.
Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded
as a liability. Accordingly, the Company will classify each warrant as a liability at its fair value. This liability is subject to re-measurement
at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair
value recognized in the Company’s statement of operations.
Net Loss Per Common Share
The Company complies with the accounting and
disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net
loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture.
Weighted average shares were reduced for the effect of an aggregate of 937,500 shares of common stock that are subject to forfeiture
if the over-allotment option is not exercised by the underwriters (see Note 7). At June 30, 2021 and March 1, 2021, the Company
did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then
share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for
the period presented.
Income Taxes
The
Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the
recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax
basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC
740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax
assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process
for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also
provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
The Company recognizes accrued interest and penalties related to
unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties
as of June 30, 2021 and March 1, 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 has identified the United States as
its only “major” tax jurisdiction.
The Company is subject to income tax examinations
by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus
of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect
that the total amount of unrecognized tax benefits will materially change over the next twelve months.
The provision for income taxes was deemed
to be immaterial for the period from February 18, 2021(inception) through June 30, 2021.
Concentration of credit risk
Financial instruments that potentially subject
the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal
depository insurance coverage of $250,000. At June 30, 2021 and March 1, 2021, the Company had not experienced losses on this account
and management believes the Company is not exposed to significant risks on such account.
Recent Accounting Pronouncements
Management does not believe that any recently
issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
Note 3— Proposed Public Offering
Units
Pursuant to the Proposed Public Offering,
the Company will offer for sale 25,000,000 Units (or 28,750,000 Units if the underwriters’ overallotment option is exercised in
full) at a purchase price of $10.00 per Unit. Each Unit will consist of one share of Class A common stock and one-half of one warrant
(“public warrant”). Each whole public warrant will entitle the holder to purchase one share of Class A common stock
at an exercise price of $11.50 per whole share, subject to adjustment.
Warrants
No warrants are currently outstanding. Each
whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share,
subject to adjustment.
The warrants will expire at 5:00 p.m., New
York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier
upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not
placed in the Trust Account.
The Company will not be obligated to deliver
any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise
unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon
exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available,
subject to the satisfying the Company’s obligations described below with respect to registration. 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. In the event that the conditions in the two immediately preceding sentences are
not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may
have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration
statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase
price for the unit solely for the share of Class A common stock underlying such Unit.
The Company is not registering the shares
of Class A common stock issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable,
but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially
reasonable efforts to file with the SEC, and within 60 business days following the initial Business Combination to have declared effective,
a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and
to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed; provided
that, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such
that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company
may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file
or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the
shares under applicable blue sky laws to the extent an exemption is not available.
Redemption of warrants when the price per
share of Class A common stock equals or exceeds $18.00
Once the warrants become exercisable, the
Company may redeem the outstanding public warrants:
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in whole and not in part;
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·
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at a price of $0.01 per warrant;
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·
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upon a minimum of 30 days’ prior written
notice of redemption, or the 30-day redemption period, to each warrant holder; and
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·
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if, and only if, the last reported sale price of
the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the
date on which the Company sends the notice of redemption to the warrant holders.
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Redemption of warrants when the price per
share of Class A common stock equals or exceeds $10.00
Once the warrants become exercisable, the
Company may redeem the outstanding public warrants:
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in whole and not in part;
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·
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at a price of $0.10 per warrant provided that holders will be able to
exercise their warrants prior to redemption and receive that number of shares of Class A common stock based on the redemption
date and the “fair market value” of the Class A common stock (as defined below) except as otherwise described below;
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·
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upon a minimum of 30 days’ prior written
notice of redemption
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·
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if, and only if, the last reported sale price of the Class A common
stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the
like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and
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·
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if, and only if, there is an effective registration statement covering
the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating
thereto available throughout the 30-day period after written notice of redemption is given.
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The “fair market value” of the
Class A common stock shall mean the average last reported sale price of the Class A 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. This redemption feature
differs from the typical warrant redemption features used in many other blank check offerings. In no event will the warrants be exercisable
in connection with this redemption feature for more than 0.361 Class A common stock per warrant (subject to adjustment).
Note 4— Private Placement
The Sponsors have subscribed to purchase an
aggregate of 7,500,000 (or 8,250,000 if the underwriters’ option to purchase additional Units is exercised in full) Private Placement
Warrants for a purchase price of approximately $7,500,000 (or approximately $8,250,000 if the underwriters’ option to purchase
additional Units is exercised in full), or $1.00 per warrant, in a private placement that will occur simultaneously with the closing
of the Proposed Public Offering. Each Private Placement Warrant entitles the holder thereof to purchase one share of the Company’s
Class A common stock at a price of $11.50 per share, subject to adjustment, and will expire worthless if the Company does not complete
the initial Business Combination.
The Private Placement Warrants are identical to
the warrants that are a component of the Units sold in the Proposed Public Offering except that (a) the Private Placement Warrants
will not be transferable, assignable or salable until 30 days after the consummation of the initial Business Combination except to permitted
transferees, and (b) the Private Placement Warrants, so long as they are held by the Sponsors or their permitted transferees, (i) will
not be redeemable by the Company, (ii) may be exercised by the holders on a cashless basis and (iii) will be entitled to registration
rights.
Note 5— Related Party Transactions
Founder Shares
On March 1, 2021, Concord Sponsor Group III
LLC paid $25,000 in exchange for 7,187,500 shares of Class B common stock (the “founder shares”). The number of founder
shares outstanding was determined based on the expectation that the total size of the Proposed Public Offering would be a maximum of
287,500,000 Units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would
represent 20% of the outstanding shares after the Proposed Public Offering. Up to 937,500 of the founder shares will be forfeited depending
on the extent to which the underwriters’ over-allotment is exercised.
The Company’s initial stockholders, officers
and directors have agreed not to transfer, assign or sell any founder shares held by them until the earlier to occur of: (1) one
year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination, (x) the
date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in
all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property or (y) if
the last reported sale price of the Class A 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 initial Business Combination. Any permitted transferees would be subject to the same restrictions and other agreements
of the initial stockholders with respect to any founder shares (the “Lock-up”).
Promissory Note — Related Party
The Sponsor has agreed to loan the Company
up to $200,000 to be used for a portion of the expenses of the Proposed Public Offering. This loan is non-interest bearing, unsecured
and due at the later of July 31, 2021 or the closing of the Proposed Public Offering. This loan will be repaid upon the closing
of the Proposed Public Offering. As of June 30, 2021 and March 1, 2021, the Company had borrowed $75,000 and $0 under the promissory
note, respectively.
Sponsor Loan
The Sponsors have agreed to lend the Company
an aggregate of $5,000,000 (or $5,750,000 if the underwriters’ over-allotment option is exercised in full) as of the closing date
of the Proposed Public Offering at no interest (the “Sponsor Loan”). The proceeds of the Sponsor Loan will be added to the
Trust Account and be used to fund the redemption of the public shares (subject to the requirements of applicable law). The Sponsor Loan
shall be repaid or converted into warrants (the “Sponsor Loan Warrants”) at a conversion price of $1.00 per warrant, at the
sponsors’ discretion. The Sponsor Loan Warrants would be identical to the Private Placement Warrants. The Sponsor Loan is being
extended in order to ensure that the amount in the Trust Account is $10.20 per public share. If the Company does not complete an initial
Business Combination, the Company will not repay the Sponsor Loan from amounts held in the Trust Account, and its proceeds will be distributed
to the Company’s public stockholders.
Related Party Loans
In order to finance transaction costs in connection
with an intended initial Business Combination, the Sponsors, an affiliate of the Sponsors or certain of the Company’s officers
and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If
the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account
released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. 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 the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans
may be convertible into Private Placement Warrants of the post Business Combination entity, at a price of $1.00 per warrant at the option
of the lender. The warrants would be identical to the Private Placement Warrants issued to the Sponsors. At June 30, 2021 and March 1,
2021, no such Working Capital Loans were outstanding.
Administrative Service Fee
The Company will enter into an administrative
services agreement pursuant to which the Company will pay an affiliate of the Sponsor a total of $20,000 per month for office space, administrative
and support services. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these
monthly fees.
Note 6— Commitments and Contingencies
Registration Rights
The holders of the founder shares, Private Placement
Warrants and warrants that may be issued upon conversion of Working Capital Loans (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 and upon conversion of the founder shares)
will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of
the Proposed Public Offering requiring the Company to register such securities for resale (in the case of the founder shares, only after
conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding
short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business
Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.
The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriters Agreement
The
Company will grant the underwriters a 45-day option to purchase up to 3,750,000 additional Units to cover any over-allotments,
if any, at the Proposed Public Offering price less the underwriting discounts and commissions.
The underwriters will be entitled to a cash underwriting
discount of two percent (2%) of the gross proceeds of the Proposed Public Offering, or $5,000,000 (or up to $5,750,000 if the underwriters’
over-allotment is exercised in full). In addition, the underwriters will also be entitled to a deferred underwriting discount of three and one half
percent (3.5%) of the gross proceeds, or $8,750,000 (or up to $10,062,500 if the underwriters’ over-allotment option is exercised
in full). The deferred discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event
that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Note 7— Stockholder’s Equity
Preferred Stock
The Company is authorized to issue 1,000,000
shares of preferred stock with a par value of $0.0001 per share. At June 30, 2021 and March 1, 2021, there were no shares of preferred
stock issued or outstanding.
Class A Common Stock
The Company is authorized to issue 200,000,000
shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote
for each share. At June 30, 2021 and March 1, 2021, there were no shares of Class A common stock issued or outstanding.
Class B Common Stock
The Company is authorized to issue 20,000,000
shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one
vote for each share. At June 30, 2021 and March 1, 2021, there were 7,187,500 shares of Class B common stock issued and outstanding,
of which 937,500 shares are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in
full so that the founder shares will represent, on an as-converted basis, 20% of the Company’s issued and outstanding shares after
the Proposed Public Offering (assuming the Sponsors do not purchase any public shares in the Proposed Public Offering).
The Company’s initial stockholders have
agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (1) one year after the completion
of the initial Business Combination; and (2) subsequent to the initial Business Combination, (x) the date on which the Company
completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders
having the right to exchange their shares of common stock for cash, securities or other property or (y) if the last reported sale
price of the Class A 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 initial
Business Combination. Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders
with respect to any founder shares.
The
shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business
Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked
securities, are issued or deemed issued in excess of the amounts offered in the Proposed Public Offering and related to the closing of
the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A
common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive
such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common
stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20%
of the sum of the total number of all shares of common stock outstanding upon the completion of the Proposed Public Offering (not including
the Class A common stock issuable upon exercise of the Private Placement Warrants) plus all shares of Class A common stock and
equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of the number of shares of Class A
common stock redeemed in connection with the initial Business Combination), excluding any shares or equity-linked securities issued, or
to be issued, to any seller in the initial Business Combination.
Note 8— Subsequent Events
The Company
evaluated subsequent events and transactions that occurred after the balance sheet date up to through October 15, 2021, the date that
the financial statements were available to be issued. Based on the Company’s review, the Company did not identify any subsequent
events that would have required adjustment or disclosure in the financial statements.
Concord Acquisition Corp III
Joint Book-Running Managers
Until
, 2021, all dealers that effect transactions in these securities, whether or not participating in this offering,
may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an
underwriter and with respect to unsold allotments or subscriptions.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The estimated expenses payable by us in connection
with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:
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SEC expenses
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$
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26,652
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FINRA expenses
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43,633
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Accounting fees and expenses
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50,000
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Printing and engraving expenses
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35,000
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Travel and Road show expenses
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5,000
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Legal fees and expenses
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200,000
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NYSE listing and filing fees
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85,000
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Miscellaneous
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154,716
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Total
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$
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600,000
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Item 14. Indemnification of Directors and Officers.
Our amended and restated certificate of incorporation
will provide that all of our directors, officers, employees and agents shall be entitled to be indemnified by us to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law, or the DGCL. Section 145 of the DGCL 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.
(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.
(c) 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.
(d) 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.
(e) 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.
(f) 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.
(g) 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.
(h) 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 merger or consolidation 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.
(i) 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.
(j) 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.
(k) 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).
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 applicable 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 applicable 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 applicable law) be prospective only, except to the extent
such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish
or adversely affect any right or protection existing thereunder with respect to any act or omission occurring prior to such repeal or
amendment or adoption of such inconsistent provision.
We will enter into indemnification agreements
with each of our officers and directors a form of which is to be filed as an exhibit to this Registration Statement. These agreements
will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by
reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
Pursuant to the Underwriting Agreement to be filed
as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the underwriters and the underwriters have agreed to indemnify
us against certain civil liabilities that may be incurred in connection with this offering, including certain liabilities under the Securities
Act.
Item 15. Recent Sales of Unregistered Securities.
On March 1, 2021, our sponsor purchased an
aggregate of 7,187,500 founder shares in exchange for a capital contribution of $25,000. The number of founder shares issued was determined
based on the expectation that the founder shares would represent 20% of the outstanding shares of common stock upon completion of this
offering (not including the shares of Class A common stock issuable upon exercise of the private placement warrants). Such securities
were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of
the Securities Act. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D.
In addition, our sponsors have committed to
purchase from us an aggregate of 7,500,000 private placement warrants (or 8,250,000 private placement warrants if the over-allotment
option is exercised in full) at a price of $1.00 per warrant, for an aggregate purchase price of $7,500,000 or $8,250,000 if the over-allotment
option is exercised in full). This purchase will take place on a private placement basis simultaneously with the completion of our initial
public offering. Any such issuances will be made pursuant to the exemption from registration contained in Section 4(a)(2) of
the Securities Act.
No underwriting discounts or commissions were paid with respect to
such sales.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. The
following exhibits are being filed herewith:
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4.4*
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Form of Warrant Agreement between Continental Stock
Transfer & Trust Company and the Registrant
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5.1*
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Opinion of Greenberg Traurig, LLP
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10.1*
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Amended and Restated Promissory Note, dated August 10, 2021 issued to Concord Sponsor Group III LLC
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10.2*
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Form of Letter Agreement among the Registrant and
the Registrant’s officers and directors, Concord Sponsor Group III LLC and CA2 Co-Investment LLC
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10.3*
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Form of Investment Management Trust Agreement between
Continental Stock Transfer & Trust Company and the Registrant
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10.4*
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Form of Registration Rights Agreement between the
Registrant, Concord Sponsor Group III LLC, CA2 Co-Investment LLC and certain security holders and certain other security holders
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10.5**
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Securities Subscription Agreement, dated March 1,
2021, between the Registrant and Concord Sponsor Group III LLC
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10.6*
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Form of Private Placement Warrants Subscription Agreement
between the Registrant and Concord Sponsor Group III LLC
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10.7*
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Form of Private Placement Warrants Subscription Agreement
between the Registrant and CA2 Co-Investment LLC
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10.8**
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Form of Indemnity Agreement
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10.9**
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Form of Administrative Services Agreement, by and
between the Registrant and Atlas Merchant Capital LLC
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10.10*
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Form of Promissory Note for Sponsor Loan
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14**
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Form of Code of Ethics and Business Conduct
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23.1*
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Consent of Marcum LLP
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23.2*
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Consent of Greenberg Traurig, LLP (included in Exhibit 5.1)
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24**
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Power
of Attorney (previously included on signature page to the initial filing of this Registration Statement)
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99.1**
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Consent
of Peter Ort
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99.2**
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Consent
of Tom King
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99.3**
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Consent
of Larry Leibowitz
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*
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Filed herewith.
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**
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Previously filed.
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(b) Financial Statements. See
page F-1 for an index to the financial statements and schedules included in the registration statement.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes
to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered
in such names as required by the underwriter to permit prompt delivery to each purchaser.
(b) Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended, or the Securities Act, 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
(c) The undersigned registrant hereby undertakes
that:
(1) For purposes of determining
any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared
effective.
(2) For the purpose of determining
any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933 the registrant has duly caused this Amendment No. 3 to registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of New York, State of New York on the 15th day of October, 2021.
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CONCORD
ACQUISITION CORP III
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By:
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/s/
Jeff Tuder
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Name:
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Jeff
Tuder
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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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Signature
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Title
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Date
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/s/ Jeff Tuder
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Chief Executive Officer and Director
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October 15, 2021
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Jeff Tuder
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(Principal Executive Officer)
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/s/ Michele Cito
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Chief Financial Officer
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October 15, 2021
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Michele Cito
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(Principal Financial and Accounting Officer)
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/s/ Bob Diamond
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Chairman
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October 15, 2021
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Bob Diamond
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Exhibit 1.1
CONCORD ACQUISITION CORP III
25,000,000 Units1
Units, each consisting of one (1) share of Class
A common stock,
$0.0001 par value, and one-half of one redeemable
warrant
Underwriting
Agreement
[__], 2021
1 Plus
an option to purchase from the Company up to 3,750,000 additional Units to cover over-allotments.
Underwriting
Agreement
[__], 2021
Citigroup Global Markets Inc.
Cowen and Company, LLC
As Representatives of the several Underwriters
listed in Schedule A hereto
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
c/o Cowen and Company, LLC
599 Lexington Avenue
New York, New York 10022
Ladies and Gentlemen:
Concord Acquisition Corp III,
a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule
A hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”),
an aggregate of 25,000,000 units (the “Units”) of the Company (the “Underwritten Securities”). The
Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional Units to cover over-allotments,
if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter
called the “Securities”).
Each Unit consists of one share
of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one
redeemable warrant (the “Warrant(s)”). The shares of Common Stock and Warrants included in the Units will not trade
separately until the 52nd day following the date of the Prospectus (as defined below) (unless the Representatives inform the Company of
their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting
the receipt by the Company of the proceeds of the offering of the Securities, (b) the filing of such audited balance sheet with the Commission
on a Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release
announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Common
Stock for $11.50 per share during the period commencing on the later of thirty (30) days after the completion by the Company of an initial
Business Combination (as defined below) or twelve (12) months from the date of the consummation of the Offering (as defined below) and
terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption
or Liquidation (as defined below). As used herein, the term “Business Combination” (as described more fully in the
Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses.
The Company has entered into
an Investment Management Trust Agreement, effective as of [__], 2021, with Continental Stock Transfer & Trust Company (“CST”),
as trustee, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Trust Agreement”),
pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below), the Sponsor Loan (as defined below)
and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company,
the Underwriters and the holders of the Underwritten Securities and the Option Securities, if and when issued.
The Company has entered into
a Warrant Agreement, effective as of [__], 2021, with CST, as warrant agent, with respect to the Warrants and the Private Placement Warrants,
in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to
which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the
Warrants and the Private Placement Warrants.
The Company has entered into
a Securities Subscription Agreement, dated as of March 1, 2021 (the “Subscription Agreement”), with Concord Sponsor
Group III LLC (the “Sponsor”), in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant
to which the Sponsor purchased an aggregate of 7,187,500 shares of Class B common stock of the Company, par value $0.0001 per share (the
“Founder Shares”), for an aggregate purchase price of $25,000.
The Sponsor has entered into
(i) a Securities Assignment Agreement, dated as of March 25, 2021 (the “First Cowen Investments Securities Assignment Agreement”),
with CA2 Co-Investment LLC, a Delaware limited liability Company (“Cowen Investments”), pursuant to which the Sponsor
transferred 1,437,500 Founders Shares to Cowen Investments at their original purchase price; (ii) a Securities Assignment Agreement,
dated as of March 25, 2021 (the “Director Assignment Agreement”), with Peter Ort, Tom King and Larry Leibowitz, pursuant
to which the Sponsor transferred 25,000 Founder Shares (none of which is subject to forfeiture) to each of Peter Ort, Tom King and Larry
Leibowitz; and (iii) a Securities Assignment Agreement, dated as of May 6, 2021 (together with the First Cowen Investments Securities
Assignment Agreement, the “Cowen Investments Securities Assignment Agreements”), with Cowen Investments, pursuant
to which Cowen Investments transferred 956,439 Founders Shares to the Sponsor at their original purchase price. Depending on the extent
to which the Underwriters’ over-allotment option is exercised, up to 876,136 of the Sponsor’s Founder Shares and up to 61,364
of Cowen Investments’ Founder Shares, or a total of 937,500 Founder Shares, are subject to forfeiture.
Effective as of August 10, 2021, the Company issued
a Promissory Note (the “Sponsor Promissory Note”) in favor of the Sponsor, in substantially the form filed as Exhibit
10.1 to the Registration Statement, under which the Company may borrow up to a principal amount of $200,000. The Sponsor Promissory Note
is unsecured and non-interest-bearing.
The Company has entered into
a Private Placement Warrants Subscription Agreement, dated as of [__], 2021 (the “Sponsor Warrant Subscription Agreement”),
with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement. Pursuant to the Sponsor Warrant Subscription
Agreement, the Sponsor agreed to purchase an aggregate of 6,590,909 warrants (or 7,250,000 warrants if the over-allotment option is exercised
in full), each warrant entitling the holder to purchase one share of Common Stock (the “Private Placement Warrants”),
for $1.00 per Private Placement Warrant in a private placement closing simultaneously with the closing of the Offering and intended to
be exempt from registration under Section 4(a)(2) of the Act (as defined below). In addition, the Company has entered into a Private Placement
Warrants Purchase Agreement, dated as of [__], 2021 (the “Cowen Investments Warrant Subscription Agreement” and, together
with the Sponsor Warrant Subscription Agreement, the “Warrant Subscription Agreements”), with Cowen Investments, in
substantially the form filed as Exhibit 10.7 to the Registration Statement. Pursuant to the Cowen Investments Warrant Subscription Agreement,
Cowen Investments agreed to purchase 909,091 Private Placement Warrants (or 1,000,0000 Private Placement Warrants depending on the extent
to which the over-allotment option is exercised), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially
similar to the Warrants included in the Units, except as described in the Prospectus.
The Company has entered into
a Registration Rights Agreement, dated as of [__], 2021, with the Sponsor and the other parties thereto, in substantially the form filed
as Exhibit 10.4 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company
has granted certain registration rights in respect of the Founder Shares (including any shares of Common Stock issued or issuable upon
conversion of any such Founder Shares), the Private Placement Warrants, any shares of Common Stock issued or issuable upon the exercise
of any such Private Placement Warrants, and certain warrants that may be issued upon conversion of working capital loans and the Sponsor
Loan (as defined below) (in each case, including the shares of Common Stock underlying such warrants).
The Company has caused to be
duly executed and delivered a letter agreement, dated as of [__], 2021, by and among the Company, the Sponsor, Cowen Investments, and
each of the Company’s officers, directors and director nominees substantially in the form filed as Exhibit 10.2 to the Registration
Statement (the “Insider Letter”).
The Company has entered into
an Administrative Services Agreement, dated as of [__], 2021, with an affiliate of the Sponsor, in substantially the form filed as Exhibit
10.9 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will, subject
to the terms of the Administrative Services Agreement, pay to such affiliate of the Sponsor an aggregate monthly fee of $20,000 for certain
office space, administrative and support services.
The Company has issued Promissory
Notes, dated as of [__], 2021, with each of the Sponsor and Cowen Investments, in substantially the form filed as Exhibit 10.10 to the
Registration Statement (collectively, the “Sponsor Loan Notes”), pursuant to which the Sponsor and Cowen Investments
will loan (the “Sponsor Loan”) the Company an aggregate of $5,000,000 (or $5,750,000 depending on the extent to which
the over-allotment option is exercised), which will be repaid upon the closing of the initial Business Combination, or at each of the
Sponsor’s and Cowen Investment’s option, converted into Warrants (the “Sponsor Loan Warrants”) at a conversion
price of $1.00 per Warrant upon the closing of the Business Combination. Pursuant to the Sponsor Loan Notes, (i) each of the Sponsor and
Cowen Investments has waived any and all rights and claims it may have to any proceeds, and any interest thereon, held in the Trust Account
in respect of each Sponsor Loan, and (ii) the proceeds from the Sponsor Loans will be deposited by the Company in the Trust Account in
accordance with the terms of the Trust Agreement on or prior to the closing of the Offering or an Option Securities Settlement Date, as
the case may be.
The Company has prepared and
filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively,
the “Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement
on Form S-1 (File No. 333-254789), including a prospectus, covering the registration of the offer and sale of the Securities. Such registration
statement was declared effective by the Commission under the Act. The term “Registration Statement” means such registration
statement, including the amendments, the exhibits and any schedules thereto, at the time it was declared effective by the Commission
under the Act, and including the Rule 430A Information (as defined below); provided, however, that the term “Registration Statement”
shall include any registration statement filed pursuant to Rule 462(b) under the Act (the “Rule 462(b) Registration Statement”).
Each prospectus used prior to the effectiveness of the Registration Statement under the Act, and each prospectus that omitted the Rule
430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is referred to herein
as a “preliminary prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and
file a prospectus relating to the Securities in accordance with the provisions of Rule 430A under the Act (“Rule 430A”)
and Rule 424(b) under the Act (“Rule 424(b)”). Such prospectus, in the form first furnished to the Underwriters for
use in connection with the offer and sale of Securities, is referred to herein as the “Prospectus.” The information
included in the Prospectus that was omitted from the above-mentioned registration statement at the time it was declared effective by
the Commission under the Act but that is deemed to be part of the Registration Statement at such effective time pursuant to Rule 430A(b)
is referred to herein as the “Rule 430A Information.” For purposes of this Agreement, all references to the Registration
Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto shall be deemed to include the copy filed
with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) (“EDGAR”).
As used in this Agreement:
“Applicable Time”
means [__] [a.m./p.m.], New York City time, on [__], 2021, or such other time as agreed by the Company and the Representatives.
“Disclosure Package”
means the most recent preliminary prospectus issued and delivered by the Company to the Underwriters for general distribution to investors
prior to the Applicable Time and the number of Securities and the initial offering price per Unit and the Time of Delivery Information,
if any, set forth on Schedule B hereto, all considered together.
“Effective Date”
means each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration
Statement became or becomes effective.
“Free Writing Prospectus”
means any “free writing prospectus” (as defined in Rule 405 under the Act (“Rule 405”)) relating to the
Securities.
“Initial Stockholder”
means any beneficial owner of the Company’s unregistered securities.
“Liquidation”
means the distributions of the Trust Account to the Public Stockholders (as defined below) in connection with the redemption of shares
of Common Stock held by the Public Stockholders pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation,
as amended, if the Company fails to consummate a Business Combination.
“Testing-the-Waters
Communication” means any oral or written communication with investors undertaken in reliance of Section 5(d) of the Act.
“Written Testing-the-Waters
Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405.
As used in this Agreement, “business
day” shall mean a day on which the New York Stock Exchange (the “Exchange”) is open for trading. The terms
“herein,” “hereof,” “hereto,” “hereinafter” and similar terms, as used in this Agreement,
shall in each case refer to this Agreement as a whole and not to any particular section, paragraph, sentence or other subdivision of this
Agreement. The term “or,” as used herein, is not exclusive.
1. Sale and Delivery of Securities.
(a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees
to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the
Company, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule A hereto, subject
to adjustment in accordance with Section 7 hereof, at a purchase price of $9.80 per Unit (the “Underwritten Purchase
Price”). The Company is advised by the Representatives that the Underwriters intend (i) to make a public offering of their respective
portions of the Securities as soon after the effectiveness of this Agreement as in the Representatives’ judgment is advisable and
(ii) initially to offer the Securities upon the terms set forth in the Prospectus (the “Offering”). The Representatives
may from time to time increase or decrease the public offering price of the Securities after the initial public offering to such extent
as the Representatives may determine.
(b) In addition to the discount
from the public offering price represented by the Underwritten Purchase Price set forth in the first sentence of Section 1(a)
of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit of the Securities purchased
hereunder (the “Underwritten Deferred Discount”), which Underwritten Deferred Discount will be deposited and held in
the Trust Account and payable directly from the Trust Account, without accrued interest, to the Representatives, on behalf of the Underwriters,
upon the Company’s consummation of its initial Business Combination. The Underwriters hereby agree that if no Business Combination
is consummated by the Company within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are
distributed to the holders of the Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”),
(i) the Underwriters will forfeit any rights or claims to the Underwritten Deferred Discount and (ii) the trustee under the Trust Agreement
is authorized to distribute the Underwritten Deferred Discount to the Public Stockholders on a pro rata basis.
(c) Subject to the terms and
conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several
Underwriters to purchase, severally and not jointly, up to 3,750,000 Option Securities, at a purchase price of $9.80 per Unit (the “Option
Purchase Price”). Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the
Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus
upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters
are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be based
upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter
is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make
to eliminate any fractional shares.
(d) The Company hereby agrees
to pay to the Underwriters a deferred discount of $0.35 per Unit of the Option Securities purchased hereunder (the “Option Deferred
Discount” and together with the Underwritten Deferred Discount, the “Deferred Discount”), which Option Deferred
Discount will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the
Representatives, on behalf of the Underwriters, upon the Company’s consummation of its initial Business Combination. The Underwriters
hereby agree that if no Business Combination is consummated by the Company within the time period provided in the Trust Agreement and
the funds held under the Trust Agreement are distributed to the Public Stockholders (i) the Underwriters will forfeit any rights or claims
to the Option Deferred Discount and (ii) the trustee under the Trust Agreement is authorized to distribute the Option Deferred Discount
to the Public Stockholders on a pro rata basis.
(e) Payment of the purchase price
for the Securities shall be made to the Company by Federal Funds wire transfer against delivery of the certificates or security entitlements
in respect of the Securities to the Representatives through the facilities of The Depository Trust Company (“DTC”)
for the respective accounts of the Underwriters. Payment and delivery of the Underwritten Securities and the Option Securities (if the
option provided for in Section 1(c) hereof shall have been exercised on or before the second Business Day prior to the Time
of Purchase (as defined below)) shall be made at [__] A.M., New York City time, on [__], 2021 (unless another time shall be agreed to
by the Representatives and the Company or unless postponed in accordance with the provisions of Section 7 hereof). The time
at which such payment and delivery are to be made is herein referred to as the “Time of Purchase.” Electronic transfer
of the Securities shall be made to the Representatives at the Time of Purchase in such names and in such denominations as the Representatives
shall specify.
(f) If the option provided for
in Section 1(c) hereof is exercised after the second Business Day prior to the Time of Purchase, the Company will deliver
the Option Securities (at the expense of the Company) to the Representatives on the date specified by the Representatives (which shall
be at least two Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment
by the several Underwriters through the Representatives of the purchase price thereof. If settlement for any Option Securities occurs
after the Time of Purchase, the Company will deliver to the Representatives on the settlement date for such Option Securities (an “Option
Securities Settlement Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned
upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered
pursuant to Section 5 hereof.
(g) Citigroup Global Markets
Inc. and Cowen and Company, LLC, each individually and not as a representative of the Underwriters, may (but shall not be obligated to)
make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by
the Time of Purchase or an Option Securities Settlement Date, but such payment shall not relieve such Underwriter from its obligations
hereunder.
(h) Deliveries of the documents
described in Section 5 hereof with respect to the purchase of the Securities shall be made at the offices of DLA Piper LLP
(US) at 1251 Avenue of the Americas, New York, New York 10020, at [__] A.M., New York City time, at the Time of Purchase and any Option
Securities Settlement Date. No “in person” closing shall be required, and deliveries of documents may be undertaken by electronic
means.
2. Representations and Warranties.
(a) The Company represents and warrants to the Underwriters on the date of this Agreement, the Applicable Time, the Time of Purchase and
any Option Securities Settlement Date (collectively, a “Representation Date”), and agrees with the Underwriters, as
follows:
(i) Each of the Registration
Statement and any post-effective amendment thereto, including any Rule 462(b) Registration Statement, is effective under the Act. No stop
order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Act,
no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been
issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated.
The Company has complied with each request (if any) from the Commission for additional information.
(ii) Each of the Registration
Statement and any post-effective amendment thereto, at the time of its initial effectiveness complied in all material respects with the
requirements of the Act. Each preliminary prospectus and the Prospectus and any amendment or supplement thereto, at the time each was
filed with the Commission, complied in all material respects with the requirements of the Act and is identical to the electronically
transmitted copy thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(iii) Neither the Registration
Statement nor any amendment thereto, at its initial effectiveness, the Time of Purchase or any Option Securities Settlement Date, contained,
contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading; at the Applicable Time, the Time of Purchase and any Option
Securities Settlement Date, neither (A) the Disclosure Package nor (B) any individual Written Testing-the-Waters Communication, when considered
together with the Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will
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 neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its
issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Time of Purchase or at any Option Securities
Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided, however, that the representations and warranties contained in this paragraph shall not apply to any statements or omissions
made in reliance upon and in conformity with the Underwriter Information (as defined in Section 9).
(iv) The Company has filed with
the Commission a Form 8-A (File No. [__]) providing for the registration under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), of the Securities, which registration is currently effective on the date hereof. The Securities have been authorized
for listing, subject to official notice of issuance and evidence of satisfactory distribution, on the Exchange, and the Company knows
of no reason or set of facts that is likely to adversely affect such authorization.
(v) (A) At the time of filing
the Registration Statement and (B) as of the date of this Agreement, the Company was and is an Ineligible Issuer (as defined in Rule 405).
(vi) The Company has not prepared
or used a Free Writing Prospectus.
(vii) From the time of the initial
confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged directly
or through any person authorized to act on its behalf in any Testing-the-Waters Communication) through the 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”).
(viii) The Company (A) has not
alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representatives
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 other than the Underwriters to engage in Testing-the-Waters
Communications. The Company reconfirms that the Underwriters have been authorized to act on its behalf in undertaking Testing-the-Waters
Communications. The Company has not distributed any Written Testing-the-Waters Communications other than those which were contemporaneous
with a live oral presentation and were not left behind or distributed in advance to the audience and were in the form provided in advance
to the Underwriters.
(ix) The Company has an authorized,
issued and outstanding capitalization as set forth in the section of the Registration Statement, the Disclosure Package and the Prospectus
entitled “Capitalization” under the column entitled “Actual” (except for subsequent issuances, if any, pursuant
to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the Registration Statement, the Disclosure
Package and the Prospectus or pursuant to the exercise of convertible securities or options referred to in the Registration Statement,
the Disclosure Package and the Prospectus).
(x) The Securities are duly listed,
and admitted and authorized for trading, subject to official notice of issuance, on the Exchange. The Company has not received any notice
from the Exchange regarding the delisting or potential delisting of the Securities. The certificates for the Securities are in due and
proper form.
(xi) The Company has been duly
incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with full corporate power
and authority to own, lease and operate its properties and assets and conduct its business as described in the Registration Statement,
the Disclosure Package and the Prospectus, to execute and deliver this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription
Agreement, the Sponsor Promissory Note, the Warrant Subscription Agreements, the Registration Rights Agreement, the Insider Letter, the
Administrative Services Agreement and the Sponsor Loan Notes, and to carry out the transactions contemplated hereby and thereby and to
issue, sell and deliver the Securities and the Private Placement Warrants as contemplated herein.
(xii) The Company is duly qualified
to do business as a foreign corporation and is in good standing in each jurisdiction where the ownership or leasing of its properties
and assets or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing
would not, individually or in the aggregate, either (1) have a material adverse effect on the business, properties, condition (financial
or otherwise), liquidity, results of operations or prospects of the Company or (2) prevent or materially interfere with consummation of
the transactions contemplated hereby (the occurrence of any such effect or any such prevention or interference described in the foregoing
clauses (1) and (2) being herein referred to as a “Material Adverse Effect”). The Company has no subsidiaries.
(xiii) All issued and outstanding
securities of the Company have been duly and validly authorized and issued and are fully paid and nonassessable; and none of such securities
were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted
by the Company. The offers and sales of the outstanding Common Stock and Warrants were at all relevant times either registered under the
Act, the applicable state securities and blue sky laws or, based in part on the representations and warranties of the purchasers of such
shares of Common Stock and Warrants, exempt from such registration requirements. The holders of outstanding shares of capital stock of
the Company are not entitled to preemptive or other rights to subscribe for the Securities; and, except as set forth in the Disclosure
Package and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert
any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding.
(xiv) The Securities have been
duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued,
fully paid and non-assessable and free of statutory and contractual preemptive rights, resale rights, rights of first refusal and similar
rights and any restriction upon the voting or transfer thereof pursuant to the Delaware General Corporation Law or the Company’s
charter or bylaws or any agreement or other instrument to which the Company is a party. No holder of Securities will be subject to personal
liability by reason of being such a holder.
(xv) The Common Stock included
in the Units has been duly authorized and, when executed by the Company and countersigned, and issued and delivered against payment for
the Securities by the Underwriters pursuant to this Agreement will be validly issued, fully paid and non-assessable.
(xvi) The Warrants included in
the Units, when executed, authenticated, issued and delivered in the manner set forth in the Warrant Agreement against payment for the
Securities by the Underwriters pursuant to this Agreement, as applicable, will be duly executed, authenticated, issued and delivered,
and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except
as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from
time to time in effect and by equitable principles of general applicability.
(xvii) The shares of Common Stock
issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants have been duly authorized and reserved
for issuance upon exercise thereof and, when executed by the Company and countersigned, and issued and delivered against payment therefor
pursuant to the Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement, will be validly issued, fully paid
and non-assessable. The holders of such Common Stock are not and will not be subject to personal liability by reason of being such holders;
such Common Stock is not and will not be subject to any preemptive or other similar contractual rights granted by the Company; and all
corporate action required to be taken for the authorization, issuance and sale of such Common Stock (other than such execution, countersignature
and delivery at the time of issuance) has been duly and validly taken.
(xviii) The shares of Common
Stock issuable upon conversion of the Founder Shares have been duly authorized and reserved for issuance upon conversion thereof and,
when executed by the Company and countersigned, and issued and delivered in accordance with the terms of the Company’s Class B common
stock, will be validly issued, fully paid and non-assessable. The holders of such Common Stock are not and will not be subject to personal
liability by reason of being such holders; such Common Stock is not and will not be subject to any preemptive or other similar contractual
rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such Common Stock
(other than such execution, countersignature and delivery at the time of issuance) has been duly and validly taken.
(xix) The capital stock of the
Company, including the Common Stock, conforms in all material respects to each description thereof contained in the Registration Statement,
the Disclosure Package and the Prospectus.
(xx) Except as set forth in the
Disclosure Package 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.
(xxi) No securities of the Company
have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under
common control with the Company from its inception through and including the date hereof, except as disclosed in the Registration Statement,
the Disclosure Package and the Prospectus.
(xxii) Neither the Company nor
any of its affiliates has, prior to the date hereof, made any offer or sale of any securities that are required to be “integrated”
pursuant to the Act with the offer and sale of the Securities pursuant to the Registration Statement.
(xxiii) The Private Placement
Warrants, when delivered upon the consummation of this offering, will be duly executed, authenticated and issued, and will constitute
valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect
and by equitable principles of general applicability.
(xxiv) This Agreement has been
duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company
in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting
creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(xxv) The Trust Agreement has
been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the
Company, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting
creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(xxvi) The Warrant Agreement
has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against
the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws
affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(xxvii) The Subscription Agreement
has been duly authorized, executed and delivered by the Company and the Sponsor and is a valid and binding agreement of the Company and
the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be
limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable
principles of general applicability. The Cowen Investments Securities Assignment Agreements and the Director Assignment Agreement have
been duly authorized, executed and delivered by the Sponsor and are valid and binding agreements of the Sponsor, enforceable against the
Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting
creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(xxviii) The Sponsor Promissory
Note has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable
against the Company, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar
laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(xxix) The Warrant Subscription
Agreements have been duly authorized, executed and delivered by the Company and the Sponsor, and are valid and binding agreements of the
Company and the Sponsor, enforceable against the Company and the Sponsor, in accordance with their terms except as the enforceability
thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect
and by equitable principles of general applicability.
(xxx) The Registration Rights
Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar
laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(xxxi) The Insider Letter executed
by the Company and the Sponsor, each executive officer, director and director nominee of the Company, and Cowen Investments, has been
duly authorized, executed and delivered by the Company and the Sponsor, and, to the Company’s knowledge, each such executive officer,
director and director nominee, respectively, and is a valid and binding agreement of the Company and the Sponsor, and, to the Company’s
knowledge, each such executive officer, director and director nominee, respectively, enforceable against the Company and the Sponsor,
and, to the Company’s knowledge, each such executive officer, director and director nominee, respectively, in accordance with its
terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights
generally from time to time in effect and by equitable principles of general applicability.
(xxxii) The Administrative Services
Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar
laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(xxxiii) Each Sponsor Loan Note
has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable
against the Company, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar
laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(xxxiv) The Company is not in
breach or violation of or in default under (nor has any event occurred which, with notice, lapse of time or both, would result in any
breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf)
the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) (A) its charter or bylaws or
similar organizational documents, or (B) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness,
or any license, lease, contract or other agreement or instrument to which it is a party or by which it or any of its properties or assets
may be bound or affected, or (C) any U.S. federal, state, local or foreign law, or (D) any rule or regulation of any U.S. federal, state,
local or foreign governmental or regulatory commission, board, body, authority or agency, or any self-regulatory organization or other
non-governmental regulatory authority (collectively, a “Regulatory Authority”) or (E) any decree, judgment or order
applicable to it or any of its properties or assets; except, in the cases of (B), (C), (D) and (E), where such breach, violation or default
would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(xxxv) The execution, delivery
and performance of this Agreement, the Trust Agreement, the Warrant Agreement, the Subscription Agreement, the Sponsor Promissory Note,
the Warrant Subscription Agreements, the Registration Rights Agreement, the Insider Letter, the Administrative Services Agreement and
the Sponsor Loan Notes, the issuance and sale of the Securities and the consummation of the transactions contemplated hereby do not and
will not conflict with, result in any breach or violation of or constitute a default under (nor constitute any event which, with notice,
lapse of time or both, would result in any breach or violation of, constitute a default under or give the holder of any indebtedness or
other financing instrument (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment
of all or a part of such indebtedness or other financing instrument under) (or result in the creation or imposition of a lien, charge
or encumbrance on any property or asset of the Company) (A) the charter or bylaws or similar organizational document of the Company, or
(B) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract
or other agreement or instrument to which the Company is a party or by which its properties or assets may be bound or affected, or (C)
any U.S. federal, state, local or foreign law, or (D) any rule or regulation of any Regulatory Authority or (E) any decree, judgment or
order applicable to the Company or any of its properties or assets.
(xxxvi) No approval, authorization,
license, registration, qualification, decree, consent or order of or filing with any Regulatory Authority or approval of the stockholders
of the Company is necessary or required in connection with the execution, delivery and performance of this Agreement, the Trust Agreement,
the Warrant Agreement, the Subscription Agreement, the Sponsor Promissory Note, the Warrant Subscription Agreements, the Registration
Rights Agreement, the Insider Letter, the Administrative Services Agreement and the Sponsor Loan Notes, the issuance and sale of the Securities
or the consummation by the Company of the transactions contemplated hereby, other than (i) registration of the offer and sale of the Securities
under the Act, which has been effected, (ii) any necessary qualification under the state or non-U.S. securities or blue sky laws of the
various jurisdictions in which the Securities are being offered by the Underwriters or (iii) under the FINRA rules.
(xxxvii) No holders of securities
of the Company have rights to the registration of such securities under the Registration Statement.
(xxxviii) The Company has all
necessary permits, licenses, authorizations, consents and approvals issued by the appropriate Regulatory Authorities and has made all
necessary filings required under any applicable law, regulation or rule, and has obtained all necessary permits, licenses, authorizations,
consents and approvals from other persons, in order to conduct its business as described in the Registration Statement, the Disclosure
Package and the Prospectus. The Company is not in violation of, or in default under, and has not received notice of any proceedings relating
to revocation or modification of, any such permit, license, authorization, consent or approval or any U.S. federal, state, local or foreign
law, regulation or rule or any decree, judgment or order applicable to the Company, except where such violation, default, revocation or
modification would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(xxxix) There are no actions,
suits, proceedings, claims, investigations or inquiries pending or, to the Company’s knowledge, threatened or contemplated to which
the Company or any of its respective directors or officers is or would be a party or of which any of their respective properties or assets
is or would be subject at law or in equity, before or by any Regulatory Authority, except any such action, suit, proceeding, claim, investigation
or inquiry which, if resolved adversely to the Company, would not, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Effect.
(xl) Marcum LLP, whose report
on the consolidated financial statements of the Company is included or incorporated by reference in the Registration Statement, the Disclosure
Package and the Prospectus, is an independent registered public accounting firm as required by the Act and by the rules of the Public
Company Accounting Oversight Board.
(xli) The financial statements
included in the Registration Statement, the Disclosure Package and the Prospectus, together with the related notes and schedules, present
fairly the financial position of the Company as of the dates indicated and the consolidated results of operations, cash flows and changes
in stockholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the
Act and in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during
the periods involved. The supporting schedules included in the Registration Statement, the Disclosure Package and Prospectus, if any,
present fairly in all material respects the information set forth therein. The other financial data included in the Registration Statement,
the Disclosure Package and the Prospectus are accurately and fairly presented and prepared on a basis consistent with the financial statements
and books and records of the Company. There are no financial statements (historical or pro forma) that are required by the Act to be included
in the Registration Statement, the Disclosure Package or the Prospectus that are not included as required.
(xlii) Except as disclosed in
the Registration Statement, the Disclosure Package and the Prospectus, subsequent to the respective dates as of which information is given
in the Registration Statement, the Disclosure Package and the Prospectus, there has not been, whether or not arising in the ordinary course
of business, (i) any Material Adverse Effect, (ii) any transaction which is material to the Company, (iii) any obligation or liability,
direct or contingent (including any off-balance sheet obligations) incurred by the Company that is material to the Company, (iv) any change
in the capital stock of, or other equity interests in, or outstanding indebtedness of, the Company or (v) any dividend or distribution
of any kind declared, paid or made on the capital stock of, or other equity interests in, the Company.
(xliii) The Company is not, or
at any time at or prior to the Time of Purchase will not be, and, after giving effect to the offer and sale of the Securities and the
application of the proceeds thereof, will not be, an “investment company”, as defined in the Investment Company Act of 1940,
as amended (the “Investment Company Act”).
(xliv) The Company owns or leases
all such properties as are necessary to the conduct of its operations as presently conducted.
(xlv) All tax returns required
to be filed by the Company have been timely filed, and all taxes and other assessments of a similar nature (whether imposed directly or
through withholding), including any interest, additions to tax or penalties applicable thereto due or claimed to be due from such entities,
have been timely paid, other than those being contested in good faith and for which adequate reserves have been provided or those that
would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(xlvi) The Company maintains
effective internal control over financial reporting (as defined in Rules 13a-15 and 15d-15 of the Exchange Act), and a system of internal
accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s
general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
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. There has been (i) no material weakness in internal control over financial
reporting and (ii) no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting.
(xlvii) The Company maintains
effective disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) designed to ensure that information
required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time period specified in the Commission’s rules and forms, and is accumulated and communicated to management
of the Company, including its principal executive officer and its principal financial officer, as appropriate, to allow timely decisions
regarding disclosure.
(xlviii) There is and has been
no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s officers or directors, in their
capacities as such, to comply with (as and when applicable), and immediately following the Effective Date the Company will be in compliance
with, New York Stock Exchange Listed Company Manual. Further, there is and has been no failure on the part of the Company or, to the knowledge
of the Company, any of the Company’s officers or directors, in their capacities as such, to comply with (as and when applicable),
and immediately following the Effective Date the Company will be in compliance with, the phase-in requirements and all other provisions
of the Exchange’s corporate governance requirements set forth in the New York Stock Exchange Listed Company Manual.
(xlix) The Company and the Company’s
directors and officers are each in compliance in all material respects with all applicable effective provisions of the Sarbanes-Oxley
Act and the rules and regulations of the Commission and the Exchange promulgated thereunder.
(l) Each forward-looking statement
contained in the Registration Statement, the Disclosure Package and the Prospectus has been made or reaffirmed by the Company with a reasonable
basis and in good faith.
(li) All statistical or market-related
data included in the Registration Statement, the Disclosure Package and the Prospectus are based on or derived from sources that the Company
reasonably believes to be reliable and accurate, and the Company has obtained the written consent to the use of such data from such sources
to the extent required.
(lii) None of the Company, the
Sponsor, or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the
Company is aware of or has taken any action, directly or indirectly, that 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”). The Company, the Sponsor,
and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and
maintain policies and procedures designed to ensure, and reasonably expected to ensure, continued compliance therewith.
(liii) The operations of the
Company and, to the knowledge of the Company, the Sponsor and its affiliates are and have been conducted at all times in compliance with
applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any Regulatory Authority (collectively, the “Money Laundering Laws”).
No action, suit or proceeding by or before any court or Regulatory Authority involving the Company or the Sponsor with respect to the
Money Laundering Laws is pending or, to the Company’s knowledge, threatened or contemplated.
(liv) None of the Company or,
to the knowledge of the Company, the Sponsor or any director, officer, agent, employee, affiliate or other person acting on behalf of
the Company is currently subject to or the target of any sanctions administered or enforced by the United States Government, including,
without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the United Nations
Security Council, the European Union, Her Majesty’s Treasury or any other relevant sanctions authority (collectively, “Sanctions”),
nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions. The Company will not directly
or indirectly use the proceeds from its sale of Securities contemplated hereby, or lend, contribute or otherwise make available such proceeds
to any joint venture partner or other person or entity, to fund any activities of or business with any person or entity, or in any country
or territory, that is then the subject of Sanctions or in any other manner that will result in a violation of Sanctions by any person
or entity.
(lv) Except as described in the
Registration Statement, the Disclosure Package and the Prospectus, there are no claims, payments, arrangements, contracts, agreements
or understandings relating to the payment of a brokerage commission or finder’s, consulting, origination or similar fee by the Company
or the Sponsor with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company,
the Sponsor or any officer or director of the Company, or their respective affiliates, that may affect the Underwriters’ compensation,
as determined by FINRA.
(lvi) The Company has not taken,
directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under
the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale
of the Securities.
(lvii) The Company (A) does not
have any material lending or other relationship with any Underwriter or any bank, lending or other affiliate of any Underwriter and (B)
does not intend to use any of the proceeds from its sale of Securities contemplated hereby to repay any outstanding debt owed to any Underwriter
or any affiliate of any Underwriter.
(lviii) All information contained
in the questionnaires (the “Questionnaires”) completed by the Sponsor and, to the Company’s knowledge, the Company’s
officers, directors and director nominees and provided to the Underwriters, is true and correct and the Company has not become aware of
any information that would cause the information disclosed in the Questionnaires completed by the Sponsor or the Company’s officers,
directors and director nominees to become inaccurate and incorrect.
(lix) The Company has not selected
any acquisition target. Prior to the date hereof, neither the Company nor, to the Company’s knowledge, anyone on its behalf has,
and as of the Time of Purchase, neither the Company nor, to the Company’s knowledge, anyone on its behalf will have initiated or
had any substantive discussions, directly or indirectly, with any potential business combination target.
(lx) Except as described in the
Registration Statement, the Disclosure Package and the Prospectus, the Company has not made any direct or indirect payments (in cash,
securities or any other “underwriting compensation” as defined in Rule 5110(j)(22) of FINRA’s Conduct Rules): (i) to
any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing
to the Company persons who raised or provided capital to the Company; (ii) to any person that has been accepted by FINRA as a member of
FINRA (a “Member”); or (iii) to any person or entity that has any direct or indirect affiliation or association with
any Member, within the twelve months prior to the Effective Date, other than payments to the Underwriters pursuant to this Agreement.
(lxi) Except as described in
the Registration Statement, the Disclosure Package and the Prospectus, during the period beginning 180 days prior to the initial filing
of the Registration Statement and ending on the Effective Date, no Member and/or any person associated or affiliated with a Member has
provided any investment banking, financial advisory and/or consulting services to the Company.
(lxii) Except as disclosed in
the FINRA Questionnaires provided to the Representatives, no officer, director, or beneficial owner of any class of the Company’s
securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any
such individual or entity, a “Company Affiliate”) is a Member or a person associated or affiliated with a Member.
(lxiii) Except as disclosed in
the FINRA Questionnaires provided to the Representatives, no Company Affiliate is an owner of stock or other securities of any Member
(other than securities purchased on the open market).
(lxiv) To the Company’s
knowledge, no Company Affiliate has made a subordinated loan to any Member.
(lxv) Except as described in
the Registration Statement, the Disclosure Package and the Prospectus, the Company has not issued any warrants or other securities, or
granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined under
the FINRA rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement.
(lxvi) Except as described in
the Registration Statement, no Member intending to participate in the Offering has a conflict of interest with the Company. For this purpose,
a “conflict of interest” means, if at the time of the Member’s participation in the Offering, any of the following applies:
(A) the securities are to be issued by the Member; (B) the Company controls, is controlled by or is under common control with the Member
or the Member’s associated persons; (C) at least 5% of the net proceeds from the Offering, not including underwriting compensation,
are intended to be: (i) used to reduce or retire the balance of a loan or credit facility extended by the Member, its affiliates and its
associated persons, in the aggregate; or (ii) otherwise directed to the Member, its affiliates and associated persons, in the aggregate;
or (D) as a result of the Offering and any transactions contemplated at the time of the Offering: (i) the Member will be an affiliate
of the Company; (ii) the Member will become publicly owned; or (iii) the Company will become a Member or form a broker-dealer subsidiary.
(lxvii) The Company does not
own an interest in any corporation, partnership, limited liability company, joint venture, trust or other entity.
(lxviii) No relationship, direct
or indirect, exists between or among any of the Company or any affiliate of the Company, on the one hand, and any director, director nominee,
officer, shareholder, special advisor, customer or supplier of the Company or any affiliate of the Company, on the other hand, which is
required by the Act or the Exchange Act to be described in the Registration Statement, Disclosure Package or the Prospectus that is not
described as required. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of
business) or guarantees of indebtedness by the Company to or for the benefit of any of the officers, directors or director nominees of
the Company or any of their respective family members. 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.
(lxix) The Company has not offered,
or caused the Underwriters to offer, the Securities to any person or entity with the intention of unlawfully influencing: (a) a customer
or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s level or type of business
with the Company or such affiliate or (b) a journalist or publication to write or publish favorable information about the Company or any
such affiliate.
(lxx) Upon delivery and payment
for the Units at the Time of Purchase, the Company will not be subject to Rule 419 under the Act and none of the Company’s outstanding
securities will be deemed to be a “penny stock” as defined in Rule 3a51-1 under the Exchange Act.
(lxxi) The Company is in compliance
in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended,
including the regulations and published interpretations thereunder (“ERISA”); no “reportable event” (as defined in
ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) for which the Company would have any liability;
the Company has not incurred and does not expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal
from, any “pension plan” or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations
and published interpretations thereunder (the “Code”); and each “pension plan” for which the Company would
have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing
has occurred, whether by action or by failure to act, which would cause the loss of such qualification.
3. Certain Covenants of the
Company. The Company agrees:
(a) The Company, subject to Sections
3(b) and 3(c) hereof, will comply with the requirements of Rule 430A, and will notify the Representatives immediately,
and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement or any new registration statement
relating to the Securities shall become effective or any amendment or supplement to the Prospectus shall have been filed, (ii) of the
receipt of any comments from the Commission regarding the Registration Statement, (iii) of any request by the Commission for any amendment
to the Registration Statement or any amendment or supplement to the Prospectus, or for additional information, (iv) of the issuance by
the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or
of the issuance of any order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement
thereto, or of the suspension of the qualification of any Securities for offering or sale in any jurisdiction, or of the initiation or
threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the Act concerning
the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the Act in connection with any
offer or sale of Securities. The Company will effect all filings required under Rule 424(b) and Rule 430A in the manner and within the
time period required by Rule 424(b) (without reliance on Rule 424(b)(8)) or a post-effective amendment providing the Rule 430A Information
shall have been filed with, and declared effective by, the Commission in accordance with the requirement of Rule 430A, and will take such
steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received
for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable
effort to prevent the issuance of any stop, prevention or suspension order and, if any such order is issued, to obtain the lifting thereof
at the earliest possible moment.
(b) The Company will comply with
the Act so as to permit the completion of sales of Securities as contemplated in this Agreement and in the Registration Statement, the
Disclosure Package and the Prospectus. If, during the period in which a prospectus is (or, but for the exception afforded by Rule 172
under the Act (“Rule 172”), would be) required by the Act to be delivered in connection with any offer or sale of Securities,
any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or
counsel to the Company, to (i) amend the Registration Statement in order that the Registration Statement will not include an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
(ii) amend or supplement the Disclosure Package or the Prospectus in order that the Disclosure Package or the Prospectus, as the case
may be, 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 not misleading in the light of the circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration
Statement or amend or supplement the Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements
of the Act, the Company will promptly (A) give the Underwriters written notice of such event or condition, (B) prepare any amendment or
supplement as may be necessary to correct such statement or omission or to comply with such requirements and, a reasonable amount of time
prior to any proposed filing or use, furnish the Underwriters with copies of any such amendment or supplement and (C) file with the Commission
any such amendment or supplement and use its best efforts to have any amendment to the Registration Statement declared effective by the
Commission as soon as possible; provided, however, that the Company shall not file, use, authorize or approve the use of,
or refer to, any such amendment or supplement to which the Representatives or counsel for the Underwriters shall object.
(c) The Company will give the
Representatives written notice of its intention to prepare, file, use, authorize or approve the use of, or refer to, any amendment to
the Registration Statement or any amendment or supplement to the Disclosure Package or the Prospectus, will furnish the Underwriters with
copies of any such document a reasonable amount of time prior to such proposed filing, use, authorization, approval or reference, as the
case may be, and will not file, use, authorize or approve the use of, or refer to, any such document to which the Representatives or counsel
for the Underwriters shall object.
(d) The Company has furnished
or will deliver to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement as
originally filed and each amendment thereto (including exhibits filed therewith or incorporated by reference therein) and signed copies
of all consents and certificates of experts. The signed copies of the Registration Statement and each amendment thereto furnished to the
Representatives and counsel for the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission
pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(e) The Company will furnish
to each Underwriter, without charge, during the period in which a prospectus is (or, but for the exception afforded by Rule 172, would
be) required by the Act to be delivered in connection with any offer or sale of Securities, such number of copies of the Prospectus (as amended or
supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished in accordance
with this Section will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T.
(f) The Company, during the period
in which a prospectus is (or, but for the exception afforded by Rule 172, would be) required by the Act to be delivered in connection
with any offer or sale of Securities, will, subject to Sections 3(b) and 3(c) hereof, file all documents required
to be filed with the Commission pursuant to the Exchange Act within the time periods prescribed by, and meeting the requirements of, the
Exchange Act. Additionally, the Company shall report the use of the net proceeds from the sale of any Securities as may be required under
the Act, including, if applicable, Rule 463 of the Act.
(g) The Company will use its
best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws
of such states and non-U.S. jurisdictions as the Representatives may, from time to time, designate and to maintain such qualifications
in effect so long as required to complete the sale of the Securities contemplated by this Agreement; provided, however,
that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as
a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business
in any jurisdiction in which it is not otherwise so subject.
(h) Upon the closing of the Offering,
the Company shall cause to be deposited into the Trust Account (i) $7,500,000 (or $8,250,000 if the over-allotment option is exercised
in full) of proceeds from the sale of the Private Placement Warrants and (ii) $5,000,000 (or $5,750,000 if the over-allotment option is
exercised in full) of proceeds pursuant to the Sponsor Loan Notes. On an Option Securities Settlement Date, if any, the Company shall
cause to be deposited an amount of additional proceeds from the additional Private Placement Warrants and Sponsor Loan Notes such that
the amount of funds in the Trust Account shall be $10.20 per Public Share sold in the Offering.
(i) The Company will timely file
such reports pursuant to the Exchange Act as are necessary in order to make generally available to its security holders as soon as practicable
an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section
11(a) of the Act.
(j) For a period commencing on
the Effective Date and ending the earlier of five (5) years from the date of the consummation of the Company’s initial Business
Combination or such earlier time at which the Liquidation occurs or the Company is acquired or completes a going private transaction in
a transaction where the Common Stock is no longer outstanding (as applicable, the “Termination Date”), the Company
will use its best efforts to effect and maintain the listing of the Securities on, and satisfy the requirements of, the Exchange (or another
U.S. national securities exchange).
(k) The Company will not, without
the prior written consent of the Representatives, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any
transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective
economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with
the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration
statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Exchange Act with respect to, any other Units, shares of Common Stock, Warrants or any
securities convertible into, or exercisable, or exchangeable for, shares of Common Stock or publicly announce an intention to effect any
such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however,
that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Option Securities upon exercise of all
or any portion of the option provide for in Section 1(c) hereof, (3) register with the Commission pursuant to the Registration
Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement
Warrants, certain warrants that may be issued upon conversion of working capital loans and the Sponsor Loan, the Warrants and shares of
Common Stock issuable upon exercise of the Warrants, the Private Placement Warrants, the Sponsor Loan Warrants and certain warrants that
may be issued upon conversion of working capital loans, and (4) issue securities in connection with a Business Combination or (y) release
the Sponsor, Cowen Investments, any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter.
(l) If the Representatives, in
their sole discretion, agree to release or waive the restrictions set forth in the Insider Letter for an officer or director of the Company
and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release
or waiver, the Company agrees to announce the impending release or waiver by a press release through a major news service at least two
business days before the effective date of the release or waiver.
(m) The Company will not make
any offer relating to the Securities that constitutes or would constitute a Free Writing Prospectus or a portion thereof required to be
filed by the Company with the Commission or retained by the Company under Rule 433 of the Act.
(n) The Company agrees that neither
it nor any affiliate of the Company will take, directly or indirectly, any action that is designed, or might reasonably be expected, to
cause or result in, or any action that constitutes, the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any Securities or a violation of Regulation M under the Exchange Act.
(o) If at any time following
the distribution of any Written Testing-the-Waters Communication any event shall have occurred or occurs or development shall have existed
or exists as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material
fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
existing at that subsequent time, not misleading, the Company will promptly notify the Representatives in writing and will promptly amend
or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.
(p) The Company will promptly
notify the Representatives in writing if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion
of the distribution of the Securities within the meaning of the Act and (ii) completion of the 180-day restricted period referred to in
Section 3(j) hereof.
(q) For a period commencing on
the Effective Date and ending on the Termination Date, the Company will use its best efforts to maintain the registration of the Units
(unless all of the Units have been separated in connection with or prior to the Company’s initial Business Combination), Common
Stock and Warrants under the provisions of the Exchange Act. The Company will not deregister the Units, Common Stock or Warrants under
the Exchange Act prior to the Termination Date without the prior written consent of the Representatives.
(r) The Company shall, on the
date hereof, retain its independent registered public accounting firm to audit the balance sheet of the Company as of the Time of Purchase
(the “Audited Balance Sheet”) reflecting the receipt by the Company of the proceeds of the Offering at the Time of
Purchase. As soon as the Audited Balance Sheet becomes available, the Company shall promptly, but not later than four Business Days after
the Time of Purchase, file a Current Report on Form 8-K with the Commission, which Report shall contain the Company’s Audited Balance
Sheet. Additionally, upon the Company’s receipt of the proceeds from the exercise of all or any portion of the option provided for
in Section 1(c) hereof, the Company shall promptly, but not later than four Business Days after the receipt of such proceeds,
file a Current Report on Form 8-K with the Commission, which Report shall disclose the Company’s sale of the Option Securities and
its receipt of the proceeds therefrom.
(s) Until the Termination Date,
the Company, at its expense, shall cause its regularly engaged independent registered public accounting firm to review (but not audit)
the Company’s financial statements for each of the first three fiscal quarters prior to the announcement of quarterly financial
information, the filing of the Company’s Form 10-Q quarterly report and the mailing, if any, of quarterly financial information
to stockholders.
(t) Until the Termination Date,
the Company shall, to the extent such information or documents are not otherwise publicly available, upon written request from the Representatives,
furnish to the Representatives copies of such financial statements and other periodic and special reports as the Company from time to
time furnishes generally to holders of any class of securities, and promptly furnish to the Representatives: (i) a copy of such registration
statements, financial statements and periodic and special reports as the Company shall be required to file with the Commission and from
time to time furnishes generally to holders of any such class of its securities; and (ii) such additional documents and information with
respect to the Company and the affairs of any future subsidiaries of the Company as the Representatives may from time to time reasonably
request, all subject to the execution of a satisfactory confidentiality agreement.
(u) Until the Termination Date,
the Company shall retain a transfer and warrant agent.
(v) The Company will not consummate
a Business Combination with any entity that is affiliated with any Initial Stockholder or any of the Company’s officers or directors
unless it obtains an opinion from an independent accounting firm or an independent investment banking firm which is a member of FINRA
that such Business Combination is fair to the Company’s stockholders from a financial point of view. Other than as set forth in
this subsection, the Company shall not pay the Sponsor or its affiliates or any of the Company’s executive officers, directors or
any of their respective affiliates any fees or compensation for services rendered to the Company prior to, or in connection with, the
consummation of a Business Combination; provided however, that such officers, directors and affiliates (i) may receive reimbursement for
out-of-pocket expenses incurred by them in connection with activities on the Company’s behalf; (ii) may be repaid loans as described
in the Registration Statement; and (iii) may be paid $20,000 per month for office space, administrative and support services pursuant
to the Administrative Services Agreement by and among the Company and an affiliate of the Sponsor.
(w) The Company will apply the
net proceeds from the Offering received by it in a manner consistent in all material respects with the applications described under the
caption “Use of Proceeds” in the Disclosure Package and the Prospectus.
(x) For a period of 60 days following
the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company
in its search for a merger candidate or to provide any other merger and acquisition services, or has provided or will provide any investment
banking, financial, advisory and/or consulting services to the Company, the Company agrees that it shall promptly provide to FINRA (via
a FINRA submission), the Representatives and their counsel a notification prior to entering into the agreement or transaction relating
to a potential Business Combination: (i) the identity of the person or entity providing any such services; (ii) complete details of all
such services and copies of all agreements governing such services prior to entering into the agreement or transaction; and (iii) justification
as to why the value received by any person or entity for such services is not underwriting compensation for the Offering. The Company
also agrees that proper disclosure of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement,
as applicable, which the Company may file in connection with its initial Business Combination for purposes of offering redemption of shares
held by its stockholders or for soliciting stockholder approval, as applicable.
(y) The Company shall advise
FINRA, the Representatives and their counsel if it is aware that any 10% or greater stockholder of the Company becomes an affiliate or
associated person of a Member participating in the distribution of the Company’s Securities.
(z) The Company shall cause the
proceeds of the Offering to be held in the Trust Account to be invested only in United States government treasury bills with a maturity
of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act as set forth
in the Trust Agreement and disclosed in the Disclosure Package and the Prospectus. The Company will otherwise conduct its business in
a manner so that it will not become subject to the Investment Company Act. Furthermore, once the Company consummates a Business Combination,
it will not be required to register as an investment company under the Investment Company Act.
(aa) During the period prior
to the Company’s initial Business Combination or Liquidation, the Company may instruct the trustee under the Trust Agreement to
release from the Trust Account, solely from interest income earned on the funds held in the Trust Account, the amounts necessary to pay
taxes. Otherwise, all funds held in the Trust Account (including any interest income earned on the amounts held in the Trust Account (which
interest shall be net of taxes payable)) will remain in the Trust Account until the earlier of the consummation of the Company’s
initial Business Combination or the Liquidation; provided, however, that in the event of the Liquidation, up to $100,000 of interest income
may be released to the Company if the proceeds of the Offering held outside of the Trust Account are not sufficient to cover the costs
and expenses associated with implementing the Company’s plan of dissolution.
(bb) The Company will reserve
and keep available that maximum number of its authorized but unissued securities that are issuable upon exercise of any of the Warrants,
Private Placement Warrants and Sponsor Loan Warrants (including the Private Placement Warrants and Sponsor Loan Warrants issued to the
Sponsor and Cowen Investments) outstanding from time to time.
(cc) Prior to the consummation
of a Business Combination or the Liquidation, the Company shall not issue any shares of Common Stock, Warrants or any options or other
securities convertible into Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust
Account or that vote as a class with the Common Stock on a Business Combination.
(dd) Prior to the consummation
of a Business Combination or the Liquidation, the Company’s audit committee will review on a quarterly basis all payments made to
the Sponsor, to the Company’s officers or directors, or to the Company’s or any of such other persons’ respective affiliates.
(ee) The Company agrees that
it will use commercially reasonable efforts to prevent the Company from becoming subject to Rule 419 under the Act prior to the consummation
of any Business Combination, including, but not limited to, using its best efforts to prevent any of the Company’s outstanding securities
from being deemed to be a “penny stock” as defined in Rule 3a-51-1 under the Exchange Act during such period.
(ff) To the extent required by
Rule 13a-15(e) under the Exchange Act, the Company will maintain “disclosure controls and procedures” (as defined under
Rule 13a-15(e) under the Exchange Act) and a system of internal accounting controls sufficient to provide reasonable assurances that (i)
transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary
in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, (iii) access
to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability
for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences
(gg) As soon as legally required
to do so, the Company and its directors and officers, in their capacities as such, shall take all actions necessary to comply with any
provision of the Sarbanes-Oxley Act, including Section 402 related to loans and Sections 302 and 906 related to certifications, and to
comply with the New York Stock Exchange Listed Company Manual.
(hh) Prior to the consummation
of a Business Combination or the Liquidation, the Company shall not take any action or omit to take any action that would cause the Company
to be in breach or violation of its Amended and Restated Certificate of Incorporation, as amended, or its Bylaws, as amended.
(ii) Prior to the consummation
of a Business Combination or the Liquidation, the Company will seek to have all vendors, service providers (other than its independent
auditors), prospective target businesses, lenders or other entities with which it does business enter into agreements waiving any right,
title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Stockholders.
(jj) The Company may consummate
the initial Business Combination and conduct redemptions of shares of Common Stock for cash upon consummation of such Business Combination
without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the filing of tender offer documents
with the Commission. Such tender offer documents will contain substantially the same financial and other information about the initial
Business Combination and the redemption rights as is required under the Commission’s proxy rules and will provide each stockholder
of the Company with the opportunity prior to the consummation of the initial Business Combination to redeem the shares of Common Stock
held by such stockholder for an amount of cash equal to (A) the aggregate amount then on deposit in the Trust Account representing (x)
the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and the Sponsor Loan and (y) any
interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by (B) the total
number of shares of Common Stock sold as part of the Units in the Offering (the “Public Shares”) then outstanding.
If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law in connection with the
initial Business Combination, or the Company decides to hold a stockholder vote for business or other legal reasons, the Company will
submit such Business Combination to the Company’s stockholders for their approval (“Business Combination Vote”).
With respect to the initial Business Combination Vote, if any, the Sponsor has agreed to vote all of the Founder Shares and any other
shares of Common Stock purchased during or after the Offering in favor of the Company’s initial Business Combination. If the Company
seeks stockholder approval of the initial Business Combination, the Company will offer to each Public Stockholder holding shares of Common
Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission at
a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then on deposit in the Trust
Account representing (1) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and the
Sponsor Loan, and (2) any interest income earned on the funds held in the Trust Account (which interest shall be net of taxes payable),
divided by (II) the total number of Public Shares then outstanding. If the Company seeks stockholder approval of the initial Business
Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the stockholders
at a duly-held stockholders meeting are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval,
the Company elects to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested
such redemption. Only Public Stockholders holding shares of Common Stock who properly exercise their redemption rights, in accordance
with the applicable tender offer or proxy materials related to such Business Combination, shall be entitled to receive distributions from
the Trust Account in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other
holders or shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination
by eighteen (18) months from the closing of the Offering (or up to twenty-four (24) if the Company were to extend the period of time to
consummate an initial Business Combination as described in the Prospectus), the Company will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Public
Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
(which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding Public Shares, 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 Company’s remaining stockholders and the Company’s board of directors,
dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law. Only Public Stockholders holding shares of Common Stock included in the Securities shall
be entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in liquidation
with respect to any other shares of capital stock of the Company. The Company will not propose any amendment to its Amended and Restated
Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the outstanding
Public Shares if the Company has not consummated a Business Combination within eighteen (18) months from the closing of the Offering (or
up to twenty-four (24) if the Company were to extend the period of time to consummate an initial Business Combination as described in
the Prospectus), as described in Section 9.2(d) of the Company’s Amended and Restated Certificate of Incorporation unless the Company
offers the right to redeem the Public Shares in connection with such amendment.
(kk) In the event that the Company
desires or is required by an applicable law or regulation to cause an announcement (“Business Combination Announcement”)
to be placed in The Wall Street Journal, The New York Times or any other news or media publication or outlet or to be made via a public
filing with the Commission announcing the Company’s consummation of a Business Combination that indicates that the Underwriters
were the underwriters in the Offering, the Company shall supply the Representatives with a draft of the Business Combination Announcement
and provide the Representatives with a reasonable advance opportunity to comment thereon, subject to the agreement of the Underwriters
to keep confidential such draft announcement in accordance with the Representatives’ standard policies regarding confidential information.
(ll) Upon the consummation of
its initial Business Combination, the Company will pay to the Representatives, on behalf of the Underwriters, the Deferred Discount, including
the Option Deferred Discount if applicable. Payment of the Deferred Discount will be made out of the proceeds of the Offering held in
the Trust Account. The Underwriters shall have no claim to payment of any interest earned on the portion of the proceeds held in the Trust
Account representing the Deferred Discount. If the Company fails to consummate its initial Business Combination within eighteen (18) months
from the closing of the Offering (or up to twenty-four (24) if the Company were to extend the period of time to consummate an initial
Business Combination as described in the Prospectus), the Deferred Discount will not be paid to the Representatives and will, instead,
be included in the Liquidation distribution of the proceeds held in the Trust Account made to the Public Stockholders. In connection with
any such Liquidation, the Underwriters forfeit any rights or claims to the Deferred Discount.
(mm) The Company will endeavor
in good faith, in cooperation with the Representatives to qualify the Securities for offering and sale under the securities laws of such
jurisdictions as the Representatives may reasonably designate, provided that no such qualification shall be required in any jurisdiction
where, as a result thereof, the Company would be subject to service of general process or to taxation as a foreign corporation doing business
in such jurisdiction. Until the earliest of (i) the date on which all Underwriters shall have ceased to engage in market-making activities
in respect of the Securities, (ii) the date on which the Securities are listed on the Exchange (or any successor thereto), (iii) a going
private transaction after the completion of a Business Combination, and (iv) the date of the liquidation of the Company, in each jurisdiction
where such qualification shall be effected, the Company will, unless the Representatives agree that such action is not at the time necessary
or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may be required to qualify
the Securities for offering and sale under the securities laws of such jurisdiction.
4. Covenant to Pay Costs.
(a) The Company agrees to pay, or cause to be paid, all costs, expenses, fees and taxes in connection with (i) the preparation and filing
of the Registration Statement, any preliminary prospectus and the Prospectus and any amendments or supplements thereto, and the printing
and furnishing of copies of each thereof to the Underwriters (including costs of mailing and shipment), (ii) the printing, registration,
issue, sale and delivery of the Securities and the Private Placement Warrants, including any stock or transfer taxes and stamp or similar
duties payable upon the registration, sale, issuance or delivery of the Securities to the Underwriters, (iii) the producing, word processing
and/or printing of this Agreement, any Agreement Among Underwriters, any dealer agreements, and Powers of Attorney and Custody Agreements,
any closing documents (including compilations thereof) and such other documents as may be required in connection with the offering, purchase,
sale, issuance or delivery of the Securities, and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters
(including costs of mailing and shipment), (iv) the qualification of the Securities for offer and sale under state or non-U.S. laws and
the determination of their eligibility for investment under state or non-U.S. law (including the legal fees and filing fees and other
disbursements of counsel for the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys
to the Underwriters, (v) the fees and expenses incurred in connection with the listing of the Securities on the Exchange and any registration
thereof under the Exchange Act, (vi) the filing for review of the public offering of the Securities by FINRA, including the legal fees
and filing fees and other disbursements of counsel to the Underwriters relating to FINRA matters (not to exceed $25,000), (vii) the fees
and disbursements of the transfer agent and registrar for the Securities, (viii) the costs and expenses of the Company relating to presentations
or meetings undertaken in connection with the marketing of the offering of the Securities to prospective investors and the Underwriters’
respective sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees
and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by
the officers and other representatives of the Company and any such consultants and (ix) the performance of the Company’s other obligations
hereunder.
(b) If this Agreement is terminated
by the Representatives in accordance with the provisions of Sections 5, 6(b) or 7 hereof, the Company shall
reimburse the Underwriters for all of their reasonably incurred out-of-pocket expenses, including the fees and disbursements of counsel
to the Underwriters.
5. Conditions of the Underwriters’
Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the
part of the Company contained herein or in certificates of any officer or other representative of the Company and delivered pursuant to
the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Registration Statement,
including the Rule 462(b) Registration Statement, if any, is effective under the Act and no stop order suspending the effectiveness of
the Registration Statement or any post-effective amendment thereto has been issued under the Act, no order preventing or suspending the
use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any
of those purposes have been instituted or are pending or, to the Company’s knowledge, threatened or contemplated. The Company shall
have filed with the Commission each preliminary prospectus and the Prospectus in the manner and within the time period
required by Rule 424(b) and Rule 430A, or a post-effective amendment providing the Rule 430A Information shall have been filed with, and
declared effective by, the Commission in accordance with the requirements of Rule 430A. The Company shall have complied with any and all
requests for additional information on the part of the Commission to the reasonable satisfaction of the Underwriters.
(b) At the Time of Purchase and
any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter
of Greenberg Traurig, LLP, counsel to the Company, dated such date, in form and substance reasonably satisfactory to the Underwriters.
Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon
certificates of officers and other representatives of the Company and certificates of public officials.
(c) At the Time of Purchase and
any Option Securities Settlement Date, the Underwriters shall have received the favorable written opinion or opinions and 10b-5 letter
of DLA Piper LLP (US), counsel to the Underwriters, dated such date, with respect to such matters as the Underwriters may reasonably request.
Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon
certificates of officers and other representatives of the Company and certificates of public officials.
(d) On the date of this Agreement,
the Underwriters shall have received a letter from Marcum LLP, dated such date, in form and substance reasonably satisfactory to the Underwriters,
containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters
with respect to the financial statements and other financial information included or incorporated by reference in the Registration Statement,
the Disclosure Package and the Prospectus or any amendment or supplement thereto.
(e) At the Time of Purchase and
any Option Securities Settlement Date, the Underwriters shall have received from Marcum LLP a letter, dated such date, to the effect that
they reaffirm the statements made in the letter furnished pursuant to Section 5(d) hereof, except that the specified date referred
to shall be a date not more than three business days prior to the Time of Purchase or such Option Securities Settlement Date, as the case
may be.
(f) At the Time of Purchase,
there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the Disclosure
Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure
Package and the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of the Chief Executive
Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, to
the effect set forth in Exhibit A hereto.
(g) On the date of this Agreement,
at the Time of Purchase and on any Option Securities Settlement Date, the Securities shall have been duly listed, and admitted and authorized
for trading, on the Exchange, subject only to official notice of issuance.
(h) FINRA shall not have raised
any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of the transactions contemplated
hereby.
(i) On the Effective Date, the
Company shall have delivered to the Representatives executed copies of the Trust Agreement, the Warrant Agreement, the Subscription Agreement,
the Cowen Investments Securities Assignment Agreements, the Director Assignment Agreement, the Sponsor Promissory Note, the Warrant Subscription
Agreements, the Insider Letter, the Administrative Services Agreement and the Sponsor Loan Notes.
(j) At least one Business Day
prior to the Time of Purchase, the Sponsor shall have caused the purchase price for the Private Placement Warrants to be wired to the
Company and the Company shall direct the trustee to deposit such funds, into the Trust Account and to hold such funds in escrow therein.
(k) At the Time of Purchase and
any Option Securities Settlement Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they
may reasonably require for the purpose of enabling them to render the opinions or make the statements requested by the Underwriters, or
in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the covenants, obligations
or conditions, contained herein; and all proceedings taken by the Company in connection with the offer and sale of the Securities as contemplated
herein shall be reasonably satisfactory in form and substance to the Representatives and counsel to the Underwriters.
(l) If any condition specified
in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives
by notice to the Company at any time at or prior to the Time of Purchase, and any such termination shall be without liability of any party
to any other party except the provisions of Sections 2, 4, 8, 11, 12
and 13 hereof shall remain in full force and effect notwithstanding such termination.
6. Effective Date of Agreement;
Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement.
(b) The Representatives may terminate
this Agreement at any time at or prior to the Time of Purchase, by notice to the Company, if (1) since the time of execution of this Agreement
or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus,
there shall have been any Material Adverse Effect, in the sole judgment of the Representatives, so material and adverse as to make it
impractical or inadvisable to proceed with the completion of the Offering contemplated by this Agreement or to enforce contracts for the
sale of such Securities, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material
limitation in trading in securities generally on the NYSE, the NYSE American or The Nasdaq Stock Market, (B) a suspension or material
limitation in trading in the Company’s securities on the Exchange, (C) a general moratorium on commercial banking activities declared
by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services
in the United States or (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration
by the United States of a national emergency or war or any other calamity or crisis or any change in financial, political or economic
conditions in the United States or elsewhere if the effect of any such event specified in this clause (D), in the sole judgment
of the Representatives, makes it impractical or inadvisable to proceed with the completion of the Offering contemplated by this Agreement
or to enforce contracts for the sale of such Securities.
(c) In the event of any termination
under Section 6(b) hereof, neither party will have any liability to the other party hereto, except as set forth in Section 4
hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and
13 hereof shall remain in effect.
7. Default. If one or
more Underwriters shall fail at the Time of Purchase or an Option Securities Settlement Date to purchase the Securities which it or they
are obligated to purchase under this Agreement (the “Defaulted Securities”), then the Representatives shall have the
right, within 24 hours thereafter, to make arrangements for one of or more of the non-defaulting Underwriters or any other underwriters
to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set
forth; provided, however, that if such arrangements shall not have been completed within such 24-hour period, then:
(i) if the number of Defaulted
Securities does not exceed 10% of the number of Securities to be so purchased by all of the Underwriters on such date, the non-defaulting
Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective
initial purchase obligation bears to the purchase obligations of all non-defaulting Underwriters; or
(ii) if the number of Defaulted
Securities exceeds 10% of the number of Securities to be so purchased by all of the Underwriters on such date, this Agreement shall terminate
without liability on the part of any non-defaulting Underwriter.
No action taken pursuant to this
Section 7 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default
which does not result in a termination of this Agreement, either the Representatives or the Company shall have the right to postpone the
Time of Purchase or the relevant Option Securities Settlement Date, as the case may be, for a period not exceeding seven days in order
to effect any required changes in the Registration Statement, the Disclosure Package or the Prospectus or in any other documents or arrangements.
As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 7.
8. Indemnity and Contribution.
(a) The Company agrees to indemnify,
defend and hold harmless each Underwriter, its partners, directors, officers and members, any person who controls any Underwriter within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and any “affiliate” (within the meaning of Rule 405
under the Act) of any Underwriter, and the successors and assigns of all of the foregoing persons, from and against any and all loss,
damage, expense, liability or claim (including the reasonable cost of investigation and the fees and disbursements of counsel chosen by
the Representatives) whatsoever, as incurred, which, jointly or severally, any Underwriter or any such person may incur insofar as such
loss, damage, expense, liability or claim arises out of, relates to or is based on (i) any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or arises
out of, relates to or is based on any omission or alleged omission to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, except insofar as any such loss, damage, expense, liability or claim primarily and directly
arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in, and in conformity
with the Underwriter Information furnished in writing by the Representatives to the Company expressly for use in, the Registration Statement
(or any amendment thereto) or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state
a material fact in the Registration Statement (or any amendment thereto) in connection with such information, which material fact was
not contained in such information and which material fact was required to be stated in the Registration Statement or was necessary to
make such information not misleading or (ii) any untrue statement or alleged untrue statement
of a material fact included in any Written Testing-the-Waters Communication, any preliminary prospectus, the Disclosure Package or the
Prospectus (or any amendment or supplement thereto) or in any information provided to investors by, or with the approval of, the Company
(the “Marketing Information”), including, without limitation, any investor presentations, or arises out of, relates
to or is based on any omission or alleged omission 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, except, with respect to any such preliminary prospectus, the Disclosure
Package or the Prospectus (or any amendment or supplement thereto), insofar as any such loss, damage, expense, liability or claim primarily
and directly arises out of, relates to or is based on any untrue statement or alleged untrue statement of a material fact contained in,
and in conformity with the Underwriter Information furnished in writing by the Representatives to the Company expressly for use in, such
preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) or primarily and directly arises
out of, relates to or is based on any omission or alleged omission to state a material fact in such preliminary prospectus, the Disclosure
Package or the Prospectus (or any amendment or supplement thereto) in connection with the Underwriter Information, which material fact
was not contained in such Underwriter Information and which material fact was necessary in order to make the statements in such information,
in light of the circumstances under which they were made, not misleading.
(b) Each Underwriter, severally
and not jointly, agrees to indemnify, defend and hold harmless the Company, its directors and officers, and any person who controls the
Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and the successors and assigns of all of the foregoing
persons, from and against any and all loss, damage, expense, liability or claim (including the reasonable cost of investigation) whatsoever,
as incurred, which, jointly or severally, the Company or any such person may incur insofar as such loss, damage, expense, liability or
claim primarily and directly arises out of, relates to or is based on (i) any untrue statement or alleged untrue statement of a material
fact contained in, and in conformity with Underwriter Information concerning such Underwriter furnished in writing by such Underwriter
to the Representatives for delivery to the Company expressly for use in, the Registration Statement (or any amendment thereto), or primarily
and directly arises out of, relates to or is based on any omission or alleged omission to state a material fact in the Registration Statement
(or any amendment thereto) in connection with such Underwriter Information, which material fact was not contained in such Underwriter
Information and which material fact was required to be stated in the Registration Statement (or any amendment thereto) or was necessary
to make such information not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in, and
in conformity with Underwriter Information concerning such Underwriter furnished in writing by such Underwriter to the Representatives
for delivery to the Company expressly for use in, any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment
or supplement thereto), or primarily and directly arises out of, relates to or is based on any omission or alleged omission to state a
material fact in any preliminary prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) in connection
with such Underwriter Information, which material fact was not contained in such information and which material fact was necessary in
order to make the statements in such information, in light of the circumstances under which they were made, not misleading.
(c) If any action, suit or proceeding
(each, a “Proceeding”) is brought against a person (an “indemnified party”) in respect of which
indemnity may be sought against any party required to provide indemnification under this Agreement (as applicable, the “indemnifying
party”), such indemnified party shall promptly notify such indemnifying party in writing of the institution of such Proceeding
and such indemnifying party shall be permitted to assume the defense of such Proceeding, including the employment of counsel reasonably
satisfactory to such indemnified party and payment of all fees and expenses; provided, however, that the omission or failure
to so notify such indemnifying party shall not relieve such indemnifying party from any liability which such indemnifying party may have
to any indemnified party otherwise than under this Section 8. The indemnified party or parties 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 indemnified party
or parties unless the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the
defense of such Proceeding or the indemnifying party shall not have, within a reasonable period of time in light of the circumstances,
employed counsel to defend such Proceeding or such indemnified party or parties shall have reasonably concluded that there may be defenses
available to it or them which are different from, additional to or in conflict with those available to such indemnifying party (in which
case such indemnifying party shall not have the right to assume the defense of such Proceeding on behalf of the indemnified party or parties),
in any of which events such fees and expenses shall be borne by such indemnifying party and paid as incurred. In no event shall any indemnifying
party be liable for the expenses of more than one separate counsel (in addition to any local counsel) in any one Proceeding or series
of related Proceedings in the same jurisdiction representing the indemnified parties who are parties to such Proceeding or Proceedings.
The indemnifying party shall not be liable for any settlement of any Proceeding effected without its written consent but, if settled with
its written consent, such indemnifying party agrees to indemnify and hold harmless the indemnified party or parties from and against any
and all loss, damage, expense, liability or claim by reason of such settlement. Notwithstanding the foregoing sentence, if at any time
an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, then
the indemnifying party agrees that it shall be liable for any settlement of any Proceeding effected without its written consent if (i)
such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying
party shall not have fully reimbursed the indemnified party in accordance with such request prior to the date of such settlement and (iii)
such indemnified party shall have given the indemnifying party at least 30 days’ prior notice of its intention to settle. No indemnifying
party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Proceeding
in respect of which such indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of such Proceeding and does not include an admission of fault
or culpability or a failure to act by or on behalf of such indemnified party.
(d) If the indemnification provided
for in this Section 8 is unavailable to an indemnified party under the applicable subsections above or insufficient to hold
an indemnified party harmless in respect of any and all losses, damages, expenses, liabilities or claims referred to therein, then each
applicable indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, damages,
expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other hand from the offering of the Securities or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with
the statements or omissions which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be
in the same respective proportions as the total proceeds from the offering of the Securities (net of underwriting discounts received by
the Underwriters but before deducting expenses) received by the Company and the underwriting discounts received by the Underwriters bear
to the aggregate initial public offering price of the Securities. The relative fault of the Company on the one hand and the Underwriters
on the other shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material
fact or omission or alleged omission relates to information supplied by the Company or by the Underwriters and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable
by a party as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include
any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending
any Proceeding.
For purposes of this Section
8, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange
Act and each of the Underwriter’s partners, directors, officers, members and affiliates shall have the same rights to contribution
as such Underwriter; and each director of the Company, each officer of the Company who signed the Registration Statement, and each person,
if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act shall have the same rights
to contribution as the Company.
(e) Each of the Company and the
Underwriters agrees that it would not be just and equitable if contribution pursuant to this Section 8 were determined by
pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in Section 8(d) hereof. Notwithstanding the provisions of this
Section 8, no Underwriter shall be required to contribute any amount in excess of the total underwriting discounts received
by such Underwriter in connection with Securities underwritten by it for sale to the public. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 8 are several in proportion
to their respective underwriting commitments and not joint.
(f) The provisions contained
in this Section 8, as well as the representations, warranties and covenants of the Company contained in this Agreement,
shall remain in full force and effect regardless of any investigation made by or on behalf of any Underwriter, its partners, directors,
officers members or affiliates or any person who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act, or by or on behalf of the Company, the Company’s directors or officers or any person who controls the Company
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and shall survive any termination of this Agreement or
the sale and delivery of the Securities. The Company agrees promptly to notify the Underwriters of the commencement of any Proceeding
against it and, in the case of the Company, against any of the Company’s directors or officers in connection with the sale and delivery
of the Securities or with the Registration Statement, the Disclosure Package or the Prospectus.
9. Information Furnished by
the Underwriters. The statements set forth under the caption “Underwriting” in the Prospectus, only insofar as such statements
relate to the amount of selling concession and reallowance or to the stabilization activities that may be undertaken by the Underwriters,
constitute the only “Underwriter Information” for purposes hereof.
10. Notices. Except as
otherwise herein provided, all statements, requests, notices and agreements shall be in writing or by telegram or facsimile and, if to
the Underwriters, shall be sufficient in all respects if delivered or sent to them c/o Citigroup Global Markets Inc., 388 Greenwich Street,
New York, New York 10013, Attention: General Counsel, fax: (646) 291-1469 and c/o Cowen and Company, LLC, 599 Lexington Avenue, New York,
New York 10022; and if to the Company, shall be sufficient in all respects if delivered or sent to the Company at the offices of the Company
at 477 Madison Avenue, New York, New York, Attention: Jeff Tuder.
11. Governing Law; Construction.
This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement
(“Claim”), directly or indirectly, shall be governed by, and construed in accordance with, the laws of the State of New York.
The section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement.
12. Submission to Jurisdiction.
Except as set forth below, no Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York
located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts
shall have exclusive jurisdiction over the adjudication of such matters, and the Company consents to the jurisdiction of such courts and
personal service with respect thereto. The Company consents to personal jurisdiction, service and venue in any court in which any Claim
arising out of or in any way relating to this Agreement is brought by any third party against any Underwriter or any indemnified party.
Each of the Underwriters and the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders
and affiliates) waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise)
in any way arising out of or relating to this Agreement. The Company agrees that a final judgment in any such action, proceeding or counterclaim
brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction
of which the Company is or may be subject by suit upon such judgment.
13. Parties at Interest.
This Agreement has been and is made solely for the benefit of the Underwriters and the Company and, to the extent provided in Section
8 hereof, the controlling persons, partners, directors, officers, members and affiliates referred to in such Section, and their
respective successors, assigns, heirs, personal representatives and executors and administrators. No other person, partnership, association
or corporation (including a purchaser of Securities, as such purchaser, from any of the Underwriters) shall acquire or have any right
under or by virtue of this Agreement.
14. No Fiduciary Relationship.
The Company acknowledges and agrees that the Underwriters are acting solely as underwriters in connection with the purchase and sale of
the Securities. The Company further acknowledges and agrees that the Underwriters are acting pursuant to a contractual relationship created
solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Underwriters act
or be responsible as a fiduciary to the Company, its management, stockholders or other equity owners or creditors or any other person
in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the
Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to
the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions,
and the Company confirms its understanding and agreement to that effect. The Company agrees that it is responsible for making its own
independent judgments with respect to any such transactions and that any opinions or views expressed by any Underwriter to the Company
regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Securities,
do not constitute advice or recommendations to the Company. The Company agrees that the Underwriters are not acting as fiduciary of the
Company and no Underwriter has assumed or will assume any advisory responsibility in favor of the Company with respect to the transactions
contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company
on other matters). The Company waives and releases, to the fullest extent permitted by law, any claims that the Company may have against
the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company in connection
with the transactions contemplated by this Agreement or any matters leading up to such transactions.
15. Recognition of the U.S.
Special Resolutions Regimes.
(a) In the event that any Underwriter
that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of
this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would
be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws
of the United States or a state of the United States.
(b) In the event that any Underwriter
that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime,
Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent
than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the
United States or a state of the United States.
For purposes of this Section
15: (A) a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in
accordance with, 12 U.S.C. § 1841(k); (B) “Covered Entity” means any of the following: (i) a “covered entity”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that
term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is
defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (C) “Default Right” has the meaning assigned to
that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and (D) “U.S.
Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii)
Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
16. Compliance with USA Patriot
Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)),
the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company,
which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters
to properly identify their respective clients.
17. Integration. This
Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any
of them, with respect to the subject matter hereof.
18. Counterparts; Electronic
Signatures. This Agreement may be signed by the parties in one or more counterparts, each of which shall constitute an original and
all of which together shall constitute one and the same agreement among the parties. Delivery of this Agreement by one party to the other
may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records
Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and
the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective
for all purposes.
19. Amendments or Waivers.
No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event
be effective unless the same shall be in writing and signed by the parties hereto.
20. Successors and Assigns.
This Agreement shall be binding upon the Underwriters and the Company and their respective successors and assigns and any successor or
assign of any substantial portion of the respective businesses and/or assets of the Underwriters and the Company.
If the foregoing correctly sets
forth the understanding between the Company and the several Underwriters, please so indicate in the space provided below for that purpose,
whereupon this Agreement and your acceptance shall constitute a valid and legally binding agreement between the Company and the several
Underwriters.
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Very truly yours,
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CONCORD ACQUISITION CORP III
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By:
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Name:
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Title:
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Accepted and agreed to as of the date first above
written,
for itself and as representatives of the several Underwriters
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CITIGROUP GLOBAL MARKETS INC.
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By:
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Name:
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Title:
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COWEN AND COMPANY, LLC
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By:
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Name:
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Title:
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[Signature Page to Underwriting Agreement]
Schedule A
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Underwriters
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Number of Underwritten Securities
to be Purchased
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Citigroup Global Markets Inc.
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[•]
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Cowen and Company, LLC
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[•]
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Total
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25,000,000
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Schedule A-1
Schedule B
TIME OF DELIVERY INFORMATION
Concord Acquisition Corp III
priced 25,000,000 units at $10.00 per unit plus an additional 3,750,000 units if the underwriters exercise their over-allotment option
in full.
The amounts in the Trust Account
may be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions
under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.
The units will be issued pursuant
to an effective registration statement that has been previously filed with the Securities and Exchange Commission.
This communication shall not
constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any
such state or jurisdiction.
Copies of the prospectus related
to this offering may be obtained from Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013 and Cowen and Company,
LLC, 599 Lexington Avenue, New York, New York 10022.
Schedule B-1
Exhibit A
The certificate of the Chief
Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company shall be to
the effect that the signers of such certificate have carefully examined the Registration Statement, each preliminary prospectus, the Prospectus
and any amendment or supplement thereto, and this Agreement and that:
(i) the representations and warranties
of the Company in this Agreement are true and correct on and as of the Time of Purchase with the same effect as if made at the Time of
Purchase and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied
at or prior to the Time of Purchase;
(ii) no stop order suspending
the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose
have been instituted or, to the Company’s knowledge, threatened; and
(iii) since the date of the most
recent financial statements included in the Disclosure Package and the Prospectus (exclusive of any supplement thereto), there has been
no Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any supplement
thereto).
A-1
Exhibit 3.2
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CONCORD Acquisition Corp III
[●], 2021
Concord Acquisition Corp III, a corporation organized
and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
1. The name of the Corporation is “Concord
Acquisition Corp III”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of
the State of Delaware on February 18, 2021 (the “Original Certificate”).
2. This Amended and Restated Certificate of Incorporation
(the “Amended and Restated Certificate”), which both restates and amends the provisions of the Original Certificate,
was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, as amended from time
to time (the “DGCL”), and by written consent of the Corporation’s stockholders in accordance with Section 228
of the DGCL.
3. This Amended and Restated Certificate shall
become effective on the date of filing with the Secretary of State of Delaware.
4. The text of the Original Certificate is hereby
restated and amended in its entirety to read as follows:
Article I
NAME
The name of the corporation is Concord Acquisition
Corp III (the “Corporation”).
Article II
PURPOSE
The purpose of the Corporation is to engage in
any lawful act or activity for which corporations may be organized under the DGCL. In addition to the powers and privileges conferred
upon the Corporation by law and those incidental thereto, the Corporation shall possess and may exercise all the powers and privileges
that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the Corporation, including, but
not limited to, effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination,
involving the Corporation and one or more businesses (a “Business Combination”).
Article III
REGISTERED AGENT
The address of the Corporation’s registered
office in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of its registered agent
at such address is Corporation Service Company.
Article IV
CAPITALIZATION
Section 4.1 Authorized Capital Stock.
The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized
to issue is 221,000,000 shares, consisting of (a) 220,000,000 shares of common stock (the “Common Stock”), including
(i) 200,000,000 shares of Class A Common Stock (the “Class A Common Stock”) and (ii) 20,000,000 shares of Class B Common
Stock (the “Class B Common Stock”), and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”).
Section 4.2 Preferred Stock. Subject
to Article IX of this Amended and Restated Certificate, the Board of Directors of the Corporation (the “Board”)
is hereby expressly authorized to provide, out of the unissued shares of the Preferred Stock, for one or more series of Preferred Stock
and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations,
powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications,
limitations and restrictions thereof, as shall be stated in the resolution or resolutions adopted by the Board providing for the issuance
of such series and included in a certificate of designation (a “Preferred Stock Designation”) filed pursuant to the
DGCL, and the Board is hereby expressly vested with the authority to the full extent provided by law, now or hereafter, to adopt any such
resolution or resolutions.
Section 4.3 Common Stock.
(a) Voting.
(i) Except as otherwise required by law
or this Amended and Restated Certificate (including any Preferred Stock Designation and Section 9.8 hereof), the holders of the
Common Stock shall exclusively possess all voting power with respect to the Corporation.
(ii) Except as otherwise required by law
or this Amended and Restated Certificate (including any Preferred Stock Designation), the holders of shares of Common Stock shall be entitled
to one vote for each such share on each matter properly submitted to the stockholders on which the holders of the Common Stock are entitled
to vote.
(iii) Except as otherwise required by law
or this Amended and Restated Certificate (including any Preferred Stock Designation), at any annual or special meeting of the stockholders
of the Corporation, holders of the Class A Common Stock and holders of the Class B Common Stock, voting together as a single class, shall
have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders.
In addition, notwithstanding Section 242(b)(2) of the DGCL, holders of the Class A Common Stock and holders of the Class B Common Stock,
voting together as a single class may increase the number of authorized shares of Class A Common Stock. Notwithstanding the foregoing,
except as otherwise required by law or this Amended and Restated Certificate (including any Preferred Stock Designation), holders of shares
of any series of Common Stock shall not be entitled to vote on any amendment to this Amended and Restated Certificate (including any amendment
to any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock or other series
of Common Stock if the holders of such affected series of Preferred Stock or Common Stock, as applicable, are entitled exclusively, either
separately or together with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate
(including any Preferred Stock Designation) or the DGCL.
(b) Class B Common Stock.
(i) Shares of Class B Common Stock shall
be convertible into shares of Class A Common Stock on a one-for-one basis (the “Initial Conversion Ratio”) (A) at any
time and from time to time at the option of the holder thereof and (B) automatically upon the closing of the initial Business Combination.
(ii) Notwithstanding the Initial Conversion
Ratio, in the case that additional shares of Class A Common Stock, or equity-linked securities (as defined below), are issued or deemed
issued in excess of the amounts sold in the Corporation’s initial public offering of securities (the “Offering”)
and related to the closing of the initial Business Combination, all issued and outstanding shares of Class B Common Stock shall automatically
convert into shares of Class A Common Stock at the time of the closing of the initial Business Combination at a ratio for which:
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the numerator shall be equal to the sum of (A) 25% of all shares of Class A Common Stock issued or issuable (upon the conversion or
exercise of any equity-linked securities or otherwise), in each case by the Corporation, related to or in connection with the consummation
of the initial Business Combination (net of the number of Offering Shares redeemed in connection with the initial Business Combination
and excluding any securities issued or issuable to any seller in the initial Business Combination and any private placement warrants issued
to Concord Sponsor Group III LLC (the “Sponsor”), CA2 Co-Investment LLC or their respective affiliates upon conversion
of loans to the Corporation) plus (B) the number of shares of Class B Common Stock issued and outstanding prior to the closing of the
initial Business Combination; and
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the denominator shall be the number of shares of Class B Common Stock issued and outstanding prior to the closing of the initial Business
Combination.
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As used herein, the term “equity-linked securities” means
any debt or equity securities of the Corporation that are convertible into, exercisable or exchangeable for Class A Common Stock issued
in connection with the initial Business Combination, including but not limited to a private placement of equity or debt.
Notwithstanding anything to the contrary contained
herein, (i) the foregoing adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance of
additional shares of Class A Common Stock or equity-linked securities by the written consent or agreement of holders of a majority of
the shares of Class B Common Stock then outstanding consenting or agreeing separately as a single class in the manner provided in Section
4.3(b)(iii), and (ii) in no event shall the Class B Common Stock convert into Class A Common Stock at a ratio that is less than one-for-one.
The foregoing conversion ratio shall also be adjusted
to account for any subdivision (by stock split, subdivision, exchange, stock dividend, reclassification, recapitalization or otherwise)
or combination (by reverse stock split, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization
of the outstanding shares of Class A Common Stock into a greater or lesser number of shares occurring after the original filing of this
Amended and Restated Certificate without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalization
of the outstanding shares of Class B Common Stock.
Each share of Class B Common Stock shall convert
into its pro rata number of shares of Class A Common Stock pursuant to this Section 4.3(b). The pro rata share for
each holder of Class B Common Stock will be determined as follows: Each share of Class B Common Stock shall convert into such number of
shares of Class A Common Stock as is equal to the product of one (1) multiplied by a fraction, the numerator of which shall be the total
number of shares of Class A Common Stock into which all of the issued and outstanding shares of Class B Common Stock shall be converted
pursuant to this Section 4.3(b) and the denominator of which shall be the total number of issued and outstanding shares of Class
B Common Stock at the time of conversion.
(iii) Voting. Except as otherwise
required by law or this Amended and Restated Certificate (including any Preferred Stock Designation and Section 9.8 hereof), for
so long as any shares of Class B Common Stock shall remain outstanding, the Corporation shall not, without the prior vote or written consent
of the holders of a majority of the shares of Class B Common Stock then outstanding, voting separately as a single class, amend, alter
or repeal any provision of this Amended and Restated Certificate, whether by merger, consolidation or otherwise, if such amendment, alteration
or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B
Common Stock. Any action required or permitted to be taken at any meeting of the holders of Class B Common Stock may be taken without
a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed
by the holders of the outstanding Class B Common Stock having not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares of Class B Common Stock were present and voted and shall be delivered to the Corporation
by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation
having custody of the book in which minutes of proceedings of stockholders are recorded. Delivery made to the Corporation’s registered
office shall be by hand or by certified or registered mail, return receipt requested. Prompt written notice of the taking of corporate
action without a meeting by less than unanimous written consent of the holders of Class B Common Stock shall, to the extent required by
law, be given to those holders of Class B Common Stock who have not consented in writing and who, if the action had been taken at a meeting,
would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents
signed by a sufficient number of holders of Class B Common Stock to take the action were delivered to the Corporation.
(c) Dividends. Subject to applicable
law, the rights, if any, of the holders of any outstanding series of the Preferred Stock and the provisions of Article IX hereof,
the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions (payable in cash, property or
capital stock of the Corporation) when, as and if declared thereon by the Board from time to time out of any assets or funds of the Corporation
legally available therefor and shall share equally on a per share basis in such dividends and distributions.
(d) Liquidation, Dissolution or Winding
Up of the Corporation. Subject to applicable law, the rights, if any, of the holders of any outstanding series of the Preferred Stock
and the provisions of Article IX hereof, in the event of any voluntary or involuntary liquidation, dissolution or winding
up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, the holders of shares
of Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders,
ratably in proportion to the number of shares of Class A Common Stock (on an as converted basis with respect to the Class B Common Stock)
held by them.
Section 4.4 Rights and Options. The
Corporation has the authority to create and issue rights, warrants and options entitling the holders thereof to acquire from the Corporation
any shares of its capital stock of any class or classes, with such rights, warrants and options to be evidenced by or in instrument(s)
approved by the Board. The Board is empowered to set the exercise price, duration, times for exercise and other terms and conditions of
such rights, warrants or options; provided, however, that the consideration to be received for any shares of capital stock issuable upon
exercise thereof may not be less than the par value thereof.
Article V
BOARD OF DIRECTORS
Section 5.1 Board Powers. The business
and affairs of the Corporation shall be managed by, or under the direction of, the Board. In addition to the powers and authority expressly
conferred upon the Board by statute, this Amended and Restated Certificate or the Bylaws of the Corporation then in effect (the “Bylaws”),
the Board is 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 DGCL, this Amended and Restated Certificate, and any Bylaws adopted by the stockholders
of the Corporation; provided, however, that no Bylaws hereafter adopted by the stockholders of the Corporation shall invalidate any prior
act of the Board that would have been valid if such Bylaws had not been adopted.
Section 5.2 Number, Election and Term.
(a) The number of directors of the Corporation,
other than those who may be elected by the holders of one or more series of the Preferred Stock voting separately by class or series,
shall be fixed from time to time exclusively by the Board pursuant to a resolution adopted by a majority of the Board.
(b) Subject to Section 5.5 hereof,
the Board shall be divided into three classes, as nearly equal in number as possible and designated Class I, Class II and Class III. The
term of the initial Class I Directors shall expire at the first annual meeting of the stockholders of the Corporation following the effectiveness
of this Amended and Restated Certificate; the term of the initial Class II Directors shall expire at the second annual meeting of the
stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate; and the term of the initial Class
III Directors shall expire at the third annual meeting of the stockholders of the Corporation following the effectiveness of this Amended
and Restated Certificate. At each succeeding annual meeting of the stockholders of the Corporation, beginning with the first annual meeting
of the stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate, each of the successors elected
to the class of directors whose term expires at that annual meeting shall be elected for a three-year term or until the election and qualification
of their respective successors in office, subject to their earlier death, resignation or removal. Subject to Section 5.5 hereof,
if the number of directors that constitutes the Board is changed, any increase or decrease shall be apportioned by the Board among the
classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case shall a decrease in the number
of directors constituting the Board shorten the term of any incumbent director. Subject to any contractual rights of stockholders, in
accordance with the DGCL, or the rights of the holders of one or more series of Preferred Stock, voting separately by class or series,
to elect directors pursuant to the terms of one or more series of Preferred Stock, the election of directors shall be determined by a
plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon.
The Board is hereby expressly authorized, by resolution or resolutions thereof, to assign members of the Board already in office to the
aforesaid classes at the time this Amended and Restated Certificate (and therefore such classification) becomes effective in accordance
with the DGCL.
(c) Subject to Section 5.5 hereof,
a director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor has
been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.
(d) Unless and except to the extent that
the Bylaws shall so require, the election of directors need not be by written ballot. The holders of shares of Common Stock shall not
have cumulative voting rights.
Section 5.3 Newly Created Directorships and
Vacancies. Subject to Section 5.5 hereof and the contractual rights of any stockholder, in accordance with the DGCL, newly
created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation,
retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors
then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall
hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy
occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation,
retirement, disqualification or removal.
Section 5.4 Removal. Subject to Section
5.5 hereof and the contractual rights of any stockholder, in accordance with the DGCL, any or all of the directors may be removed
from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then
outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single
class.
Section 5.5 Preferred Stock - Directors.
Notwithstanding any other provision of this Article V, and except as otherwise required by law, whenever the holders of one or
more series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term
of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the terms of
such series of the Preferred Stock as set forth in this Amended and Restated Certificate (including any Preferred Stock Designation) and
such directors shall not be included in any of the classes created pursuant to this Article V unless expressly provided by such
terms.
Article VI
BYLAWS
In furtherance and not in limitation of the powers
conferred upon it by law, the Board shall have the power and is expressly authorized to adopt, amend, alter or repeal the Bylaws. The
affirmative vote of a majority of the Board shall be required to adopt, amend, alter or repeal the Bylaws. The Bylaws also may be adopted,
amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series
of capital stock of the Corporation required by law or by this Amended and Restated Certificate (including any Preferred Stock Designation),
the affirmative vote of the holders of at least 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, shall be required for the stockholders
to adopt, amend, alter or repeal the Bylaws; and provided further, however, that no Bylaws hereafter adopted by the stockholders shall
invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.
Article VII
MEETINGS OF STOCKHOLDERS; ACTION BY WRITTEN CONSENT
Section 7.1 Special Meetings. Subject
to the rights, if any, of the holders of any outstanding series of the Preferred Stock, and to the requirements of applicable law, special
meetings of stockholders of the Corporation may be called only by the Chairman of the Board, the Chief Executive Officer of the Corporation,
or the Board pursuant to a resolution adopted by a majority of the Board, and the ability of the stockholders of the Corporation to call
a special meeting is hereby specifically denied. Except as provided in the foregoing sentence, special meetings of stockholders of the
Corporation may not be called by another person or persons.
Section 7.2 Advance Notice. Advance
notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the
stockholders of the Corporation shall be given in the manner provided in the Bylaws.
Section 7.3 Action by Written Consent.
Except as may be otherwise provided for or fixed pursuant to this Amended and Restated Certificate (including any Preferred Stock Designation)
relating to the rights of the holders of any outstanding series of Preferred Stock, subsequent to the consummation of the Offering, any
action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special meeting
of such stockholders and may not be effected by written consent of the stockholders other than with respect to Class B Common Stock with
respect to which action may be taken by written consent.
Article VIII
LIMITED LIABILITY; INDEMNIFICATION
Section 8.1 Limitation of Director Liability.
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 to the extent such exemption from liability or limitation thereof is not permitted under the DGCL
as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect
any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such
amendment, modification or repeal.
Section 8.2 Indemnification and Advancement
of Expenses.
(a) To the fullest extent permitted by
applicable law, as the same exists or may hereafter be amended, the Corporation shall indemnify and hold harmless each person who is or
was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that
he or she is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at
the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust,
other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an “indemnitee”),
whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other
capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without
limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred
by such indemnitee in connection with such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay
the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in
advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance
of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay
all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Section
8.2 or otherwise. The rights to indemnification and advancement of expenses conferred by this Section 8.2 shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure
to the benefit of his or her heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 8.2(a),
except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses
to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof)
was authorized by the Board.
(b) The rights to indemnification and
advancement of expenses conferred on any indemnitee by this Section 8.2 shall not be exclusive of any other rights that any indemnitee
may have or hereafter acquire under law, this Amended and Restated Certificate, the Bylaws, an agreement, vote of stockholders or disinterested
directors, or otherwise.
(c) Any repeal or amendment of this Section
8.2 by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of this Amended and Restated
Certificate inconsistent with this Section 8.2, shall, unless otherwise required by law, be prospective only (except to the extent
such amendment or change in law permits the Corporation to provide broader indemnification rights on a retroactive basis than permitted
prior thereto), and shall 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 in respect of any proceeding (regardless of when such proceeding is first threatened, commenced
or completed) arising out of, or related to, any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent
provision.
(d) This Section 8.2 shall not
limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses
to persons other than indemnitees.
Article IX
BUSINESS COMBINATION REQUIREMENTS; EXISTENCE
Section 9.1 General.
(a) The provisions of this Article
IX shall apply during the period commencing upon the effectiveness of this Amended and Restated Certificate and terminating upon the
consummation of the Corporation’s initial Business Combination and no amendment to this Article IX shall be effective prior
to the consummation of the initial Business Combination unless approved by the affirmative vote of the holders of at least sixty-five
percent (65%) of all then outstanding shares of the Common Stock.
(b) Immediately after the Offering, a
certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the
underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form
S-1, as initially filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2021, as amended (the
“Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established
for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except
for the withdrawal of interest income (if any) to pay the Corporation’s taxes, if any, none of the funds held in the Trust
Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest
to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below)
if the Corporation does not complete its initial Business Combination within 18 months from the closing of the Offering (or up to 24 months
from the Closing of the Offering if one or more Extension Elections (as defined in Section 9.8) is properly made), subject
to applicable law, and (iii) the redemption of Offering Shares in connection with a stockholder vote to approve an amendment to this Amended
and Restated Certificate that (A) would affect the substance or timing of the Corporation’s obligation to allow redemption in connection
with the initial Business Combination or to redeem 100% of the Offering Shares if the Corporation has not completed an initial Business
Combination within 18 months from the closing of the Offering (or up to 24 months from the Closing of the Offering if one or more Extension
Elections is properly made) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business
Combination activity (as described in Section 9.7). Holders of shares of the Common Stock included as part of the units sold in
the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary
market following the Offering and whether or not such holders are the Sponsor, CA2 Co-Investment LLC or officers or directors of the Corporation,
or any affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”
Section 9.2 Redemption Rights.
(a) Prior to the consummation of the
initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering
Shares redeemed upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Sections 9.2(b)
and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption
Rights”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b)
hereof (the “Redemption Price”); provided, however, that the Corporation shall not redeem Offering Shares to the extent
that such redemption would result in the Corporation’s failure to have net tangible assets (as determined in accordance with Rule
3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any successor rule)) of at
least $5,000,001 or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the initial
Business Combination (such limitation hereinafter called the “Redemption Limitation”). Notwithstanding anything to
the contrary contained in this Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with
respect to any warrant issued pursuant to the Offering.
(b) If the Corporation offers to redeem
the Offering Shares other than in conjunction with a stockholder vote on an initial Business Combination with a proxy solicitation pursuant
to Regulation 14A of the Exchange Act (or any successor rules or regulations) and filing proxy materials with the SEC, the Corporation
shall offer to redeem the Offering Shares upon the consummation of the initial Business Combination, subject to lawfully available funds
therefor, in accordance with the provisions of Section 9.2(a) hereof, pursuant to a tender offer in accordance with Rule 13e-4
and Regulation 14E of the Exchange Act (or any successor rule or regulation) (such rules and regulations hereinafter called the “Tender
Offer Rules”) which it shall commence prior to the consummation of the initial Business Combination and shall file tender offer
documents with the SEC prior to the consummation of the initial Business Combination that contain substantially the same financial and
other information about the initial Business Combination and the Redemption Rights as is required under Regulation 14A of the Exchange
Act (or any successor rule or regulation) (such rules and regulations hereinafter called the “Proxy Solicitation Rules”),
even if such information is not required under the Tender Offer Rules; provided, however, that if a stockholder vote is required by law
to approve the proposed initial Business Combination, or the Corporation decides to submit the proposed initial Business Combination to
the stockholders for their approval for business or other legal reasons, the Corporation shall offer to redeem the Offering Shares, subject
to lawfully available funds therefor, in accordance with the provisions of Section 9.2(a) hereof, in conjunction with a proxy
solicitation pursuant to the Proxy Solicitation Rules (and not the Tender Offer Rules) at a price per share equal to the Redemption Price
calculated in accordance with the following provisions of this Section 9.2(b). In the event that the Corporation offers to redeem
the Offering Shares pursuant to a tender offer in accordance with the Tender Offer Rules, the Redemption Price per share of the Common
Stock payable to holders of the Offering Shares tendering their Offering Shares pursuant to such tender offer shall be equal to the quotient
obtained by dividing: (i) the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the completion
of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the
Corporation to pay its taxes by (ii) the number of the then outstanding Offering Shares. If the Corporation offers to redeem the
Offering Shares in conjunction with a stockholder vote on the proposed initial Business Combination pursuant to a proxy solicitation,
the Redemption Price per share of the Common Stock payable to holders of the Offering Shares exercising their Redemption Rights shall
be equal to the quotient obtained by dividing (a) the aggregate amount then on deposit in the Trust Account calculated as of two business
days prior to the completion of the initial Business Combination, including interest earned on the funds held in the Trust Account and
not previously released to the Corporation to pay its taxes by (b) the number of the then outstanding Offering Shares.
(c) If the Corporation offers to redeem
the Offering Shares in conjunction with a stockholder vote on an initial Business Combination pursuant to a proxy solicitation, a Public
Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as
a “group” (as defined under Section 13(d)(3) of the Exchange Act), shall be restricted from seeking Redemption Rights
with respect to more than an aggregate of 15% of the Offering Shares without the prior consent of the Corporation.
(d) In the event that the Corporation
has not completed an initial Business Combination within 18 months from the closing of the Offering (or up to 24 months from the Closing
of the Offering if one or more Extension Elections is properly made), the Corporation shall (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds
therefor, redeem the Offering Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses),
divided by the number of the then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable
law, liquidate and dissolve, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors
and the requirements of other applicable law.
(e) If the Corporation offers to redeem
the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed
initial Business Combination only if (i) such initial Business Combination is approved by the affirmative vote of the holders of a majority
of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination and (ii)
the Redemption Limitation is not exceeded.
(f) If the Corporation conducts a tender
offer pursuant to Section 9.2(b), the Corporation shall consummate the proposed initial Business Combination only if the Redemption
Limitation is not exceeded.
Section 9.3 Distributions from the Trust
Account.
(a) A Public Stockholder shall be entitled
to receive funds from the Trust Account only as provided in Sections 9.2(a), 9.2(b), 9.2(d) or 9.7 hereof.
In no other circumstances shall a Public Stockholder have any right or interest of any kind in or to distributions from the Trust Account,
and no stockholder other than a Public Stockholder shall have any interest in or to the Trust Account.
(b) Each Public Stockholder that does
not exercise its Redemption Rights shall retain its interest in the Corporation and shall be deemed to have given its consent to the release
of the remaining funds in the Trust Account to the Corporation, and following payment to any Public Stockholders exercising their Redemption
Rights, the remaining funds in the Trust Account shall be released to the Corporation.
(c) The exercise by a Public Stockholder
of the Redemption Rights shall be conditioned on such Public Stockholder following the specific procedures for redemptions set forth by
the Corporation in any applicable tender offer or proxy materials sent to the Public Stockholders relating to the proposed initial Business
Combination, including the requirement that any Public Stockholder that holds Offering Shares beneficially through a nominee must identify
itself to the Corporation in connection with any redemption election in order to validly redeem such Offering Shares. Holders of Offering
Shares seeking to exercise their Redemption Rights may be required to either tender their certificates (if any) to the Corporation’s
transfer agent or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal
At Custodian) System, at the holder’s option, in each case up to two business days prior to the originally scheduled vote on the
proposal to approve a Business Combination. Payment of the amounts necessary to satisfy the Redemption Rights properly exercised shall
be made as promptly as practical after the consummation of the initial Business Combination.
Section 9.4 Share Issuances. Prior
to or in connection with the consummation of the Corporation’s initial Business Combination, the Corporation shall not issue any
additional securities of the Corporation that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote
on the Corporation’s initial Business Combination or any other proposal presented to the stockholders prior to or in connection
with the completion of an initial Business Combination.
Section 9.5 Transactions with Affiliates.
In the event the Corporation seeks to complete its initial Business Combination with a business combination target that is affiliated
with the Sponsor, or the executive officers or directors of the Corporation, the Corporation, or a committee of independent directors
of the Corporation, shall obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory
Authority or an independent accounting firm, that such initial Business Combination is fair to the Corporation from a financial point
of view.
Section 9.6 No Transactions with Other Blank
Check Companies. The Corporation shall not enter into an initial Business Combination solely with another blank check company
or a similar company with nominal operations.
Section 9.7 Additional Redemption Rights.
If, in accordance with Section 9.1(a), any amendment is made to Section 9.2(d) that would affect the substance or timing
of the Corporation’s obligation to allow redemption in connection with the Corporation’s initial Business Combination or to
redeem 100% of the Offering Shares if the Corporation does not complete an initial Business Combination within 18 months from the closing
of the Offering (or up to 24 months from the Closing of the Offering if one or more Extension Elections is properly made) or with respect
to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, the Public Stockholders shall
be provided with the opportunity to redeem their Offering Shares upon approval of any such amendment, at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account
and not previously released to the Corporation to pay its taxes, divided by the number of the then outstanding Offering Shares; provided,
however, that any such amendment will be voided, and this Article IX will remain unchanged, if any stockholders who wish to redeem
are unable to redeem due to the Redemption Limitation.
Section 9.8 Extension. Notwithstanding
any other provision in this Article IX, the Board may, if requested by the Sponsor, extend the initial period of time to consummate
a Business Combination up to two times, by an additional three months each (each, an “Extension Election”), for a total
of up to 24 months to consummate a Business Combination, subject in each case to (i) the Sponsor providing notice to the Board at least
five days prior to the 18-month anniversary or the 21-month anniversary, as applicable, of the closing of the Offering of its desire to
exercise the applicable Extension Election, and (ii) the Sponsor, its affiliates or designees depositing an additional $2,500,000 or up
to $2,875,000 if the underwriters’ over-allotment option in the Offering is exercised in full (or $0.10 per unit sold in the Offering
in either case) on or prior to the expiration of the initial 18-month or 21-month deadline, as applicable.
Section 9.9 Appointment and Removal of Directors.
Notwithstanding any other provision in this Amended and Restated Certificate, prior to the closing of the initial Business Combination,
the holders of Class B Common Stock shall have the exclusive right to elect, remove and replace any director, and the holders of Class
A Common Stock shall have no right to vote on the election, removal or replacement of any director. This Section 9.9 may only
be amended by a resolution passed by holders of a majority of the shares of outstanding Class B Common Stock.
Section 9.10 Minimum Value of Target.
The Corporation’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair
market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held
in trust and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business
Combination.
Section 9.11 Approval of Business Combination.
Notwithstanding any other provision in this Amended and Restated Certificate, approval of the initial Business Combination shall require
the affirmative vote of a majority of the Board, which must include a majority of the Corporation’s independent directors.
Article X
CORPORATE OPPORTUNITY
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, or
any of their respective affiliates, in circumstances where the application of any such doctrine would conflict with any fiduciary duties
or contractual obligations they may have as of the date of this Amended and Restated Certificate or in the future, and the Corporation
renounces any expectancy that any of the directors or officers of the Corporation will offer any such corporate opportunity of which he
or she may become aware to the Corporation, 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.
Article XI
AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
The Corporation reserves the right at any time
and from time to time to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate (including any
Preferred Stock Designation), and other provisions authorized by the laws of the State of Delaware at the time in force that may be added
or inserted, in the manner now or hereafter prescribed by this Amended and Restated Certificate and the DGCL; and, except as set forth
in Article VIII, all rights, preferences and privileges of whatever nature herein conferred upon stockholders, directors or any
other persons by and pursuant to this Amended and Restated Certificate in its present form or as hereafter amended are granted subject
to the right reserved in this Article XI; provided, however, that Article IX of this Amended and Restated
Certificate may be amended only as provided therein.
Article XII
EXCLUSIVE FORUM FOR CERTAIN LAWSUITS
Section 12.1 Forum. Unless the Corporation
consents 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 stockholder (including a beneficial owner) to bring (i) any derivative action
or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director,
officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a
claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or this Amended and
Restated Certificate or the Bylaws, or (iv) any action asserting a claim against the Corporation, its directors, officers or employees
governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court of Chancery
determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party
does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested
in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject
matter jurisdiction. This exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange
Act, the Securities Act of 1933, as amended (the “Securities Act”), or any other claim for which the federal courts
have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the rules and regulations thereunder and Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder.
Section 12.2 Consent to Jurisdiction.
If any action the subject matter of which is within the scope of Section 12.1 is filed in a court other than a court located within
the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have
consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any
action brought in any such court to enforce Section 12.1 (an “FSC Enforcement Action”) and (ii) having service
of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign
Action as agent for such stockholder.
Section 12.3 Severability. If any
provision or provisions of this Article XII 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 XII (including, without limitation, each
portion of any sentence of this Article XII 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 XII.
IN WITNESS WHEREOF, Concord Acquisition Corp III
has caused this Amended and Restated Certificate to be duly executed and acknowledged in its name and on its behalf by an authorized officer
as of the date first set forth above.
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CONCORD Acquisition
Corp III
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Name:
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Jeff
Tuder
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Title:
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Chief Executive Officer
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[Signature Page to Amended and Restated Certificate of Incorporation]
Exhibit 4.1
CUSIP [●]
SEE REVERSE FOR CERTAIN DEFINITIONS
CONCORD Acquisition
Corp III
UNITS CONSISTING
OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-
HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER
TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK
THIS CERTIFIES THAT __________ is the owner of
_________ Units.
Each Unit (“Unit”) consists of one
(1) share of Class A common stock, par value $0.0001 per share (“Common Stock”), of Concord Acquisition Corp III, a Delaware
corporation (the “Company”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each whole
Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common Stock for $11.50 per share (subject to adjustment).
Only whole Warrants are exercisable. Each 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”), and (ii) twelve (12) months from the closing of the Company’s
initial public offering, and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after
the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation. The Common Stock
and Warrants comprising the Units represented by this certificate are not transferable separately prior to __________, 2021, unless the
representatives of the underwriters elect to allow earlier separate trading, subject to the Company’s filing of a Current Report
on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting the Company’s receipt of
the gross proceeds of the Company’s initial public offering and issuing a press release announcing when separate trading will begin.
No fractional warrants will be issued upon separation of the Units and only whole Warrants will trade. The terms of the Warrants are governed
by a Warrant Agreement, dated as of __________, 2021 (the “Warrant Agreement”), between the Company and Continental Stock
Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and
provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office
of the Warrant Agent at 1 State Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder on written request
and without cost.
Upon the consummation of the Business Combination,
the Units represented by this certificate will automatically separate into the Common Stock and Warrants comprising such Units.
This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar of the Company.
This certificate shall be governed by and construed
in accordance with the internal laws of the State of New York.
Witness the facsimile signatures of the duly authorized
officers of the Company.
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Secretary
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Chief Executive Officer
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Concord Acquisition Corp III
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
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—
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as tenants in common
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UNIF GIFT
MIN ACT
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—
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Custodian
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TEN ENT
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—
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as tenants by the entireties
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(Cust)
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(Minor)
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JT TEN
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—
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as joint tenants with right of survivorship and not as tenants in common
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under Uniform Gifts to Minors Act
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(State)
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Additional abbreviations may also be used though
not in the above list.
For value received, ___________ hereby sells,
assigns and transfers unto
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(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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________________Units represented by the within
Certificate, and does hereby irrevocably constitute and appoint______________ Attorney to transfer the said Units on the books of the
within named Company with full power of substitution in the premises.
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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 whatsoever.
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Signature(s) Guaranteed:
__________________________________________
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THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
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In each case, as more fully described in the Company’s
final prospectus for its initial public offering 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 the date set forth in the Company’s amended and restated certificate
of incorporation, (ii) the Company redeems 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 to redeem 100% of the Common Stock
if it does not consummate an initial business combination by the date set forth in the Company’s amended and restated certificate
of incorporation or (b) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination
activity, 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 4.4
WARRANT AGREEMENT
THIS WARRANT AGREEMENT (this
“Agreement”), dated as of [●], 2021, is by and between Concord Acquisition Corp III, a Delaware corporation
(the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company,
as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer
Agent”).
WHEREAS, on [●], 2021,
the Company entered into separate agreements with Concord Sponsor Group III LLC, a Delaware limited liability company (the “Sponsor”),
and CA2 Co-Investment LLC, a Delaware limited liability company (“Cowen Investments” and collectively with the
Sponsor, the “Sponsors”), pursuant to which the Sponsors agreed to purchase an aggregate of 7,500,000 warrants
(or 8,250,000 warrants if the Over-allotment Option (as defined below) in connection with the Company’s Offering (as defined below)
is exercised in full) (each, a “Private Placement Warrant”), bearing the legend set forth in Exhibit B
hereto, in a private placement transaction to occur simultaneously with the closing of the Offering (and the closing of the Over-allotment
Option, if applicable). Each Private Placement Warrant entitles the holder thereof to purchase one share of Common Stock (as defined below)
at a price of $11.50 per share, subject to adjustment as described herein;
WHEREAS, (i) in order to fund
a portion of the trust account in connection with the Offering, the Sponsors have agreed to loan to the Company an aggregate of $5,000,000
(or $5,750,000 if the Over-allotment Option is exercised in full), which loans may be convertible into up to an aggregate of 5,750,000
warrants at a price of $1.00 per warrant, and (ii) if the Company exercises one or more of its options to extend the period of time by
which it must complete a Business Combination (as defined below), the Sponsor or its affiliates or designees may loan the Company an aggregate
of up to an additional $5,750,000, which loans would be convertible into up to an aggregate of an additional 5,750,000 warrants at a price
of $1.00 per warrant (any warrants issued pursuant to any of the loans described in this paragraph, “Sponsor Loan Warrants”),
any of which Sponsor Loan Warrants shall be identical to the Private Placement Warrants and, for purposes of this Agreement, all terms
herein applicable to Private Placement Warrants shall be equally applicable to the Sponsor Loan Warrants;
WHEREAS, in order to finance
the Company’s transaction costs in connection with an intended initial merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
the Sponsors or an affiliate of the Sponsors or certain of the Company’s officers and directors may, but are not obligated to, loan
the Company funds as the Company may require, of which up to $1,500,000 of such loans made to the Company may be convertible into up to
an additional 1,500,000 warrants at a price of $1.00 per warrant (the “Working Capital Warrants”), which Working
Capital Warrants shall be identical to the Private Placement Warrants and, for purposes of this Agreement, all terms herein applicable
to Private Placement Warrants shall be equally applicable to the Working Capital Warrants;
WHEREAS, the Company is engaged
in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such
unit comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”),
and one-half of one redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith,
has determined to issue and deliver 12,500,000 warrants (or up to 14,375,000 warrants if the Over-allotment Option is exercised in full)
to public investors in the Offering (the “Public Warrants” and, together with the Private Placement Warrants,
the Sponsor Loan Warrants and the Working Capital Warrants, the “Warrants”). Each whole Warrant entitles the
holder thereof to purchase one share of Common Stock for $11.50 per share, subject to adjustment as described herein. Only whole Warrants
are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant;
WHEREAS, the Company has filed
with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No.
333-254789) and a prospectus (the “Prospectus”), for the registration under the Securities Act of 1933, as amended
(the “Securities Act”), of the Public Warrants and the Common Stock included in the Units;
WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants;
WHEREAS, the Company desires
to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or
on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of
the Company, and to authorize the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:
1.
Appointment of Warrant Agent.
The Company hereby appoints
the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to
perform the same in accordance with the terms and conditions set forth in this Agreement.
2.
Warrants.
2.1
Form of Warrant. Each Warrant shall initially be issued in registered form only.
2.2
Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant
to this Agreement, a Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.
2.3
Registration.
2.3.1
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration
of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book entry form, the
Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise
in accordance with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants
shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts
with The Depository Trust Company (the “Depositary”) (such institution, with respect to a Warrant in its account,
a “Participant”).
If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary
to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver
to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the
Depositary definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificates”)
which shall be in the form annexed hereto as Exhibit A.
Physical certificates, if
issued, shall be signed by, or bear the facsimile signature of, the President, the Chief Executive Officer, the Chief Financial Officer,
the Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant
shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with
the same effect as if he or she had not ceased to be such at the date of issuance.
2.3.2
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent
may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing
on any physical certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and
for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
2.4
Detachability of Warrants. The Common Stock and Public Warrants comprising the Units shall begin separate trading on the
52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday,
on which banks in New York City are generally open for normal business (a “Business Day”), then on the immediately
succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of Citigroup
Global Markets Inc. and Cowen and Company, LLC, as representatives of the several underwriters, but in no event shall the Common Stock
and the Public Warrants comprising the Units be separately traded until (A) the Company has filed a Current Report on Form 8-K with the
Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including
the proceeds received by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering
(the “Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing of the Current
Report on Form 8-K, and (B) the Company issues a press release announcing when such separate trading shall begin.
2.5
No Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of
the Units, each of which is comprised of one share of Common Stock and one-half of one Warrant. If, upon the detachment of Warrants from
the Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest
whole number the number of Warrants to be issued to such holder.
2.6
Private Placement Warrants; Sponsor Loan Warrants; Working Capital Warrants. The Private Placement Warrants, the Sponsor
Loan Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by any
of the Sponsors or their Permitted Transferees (as defined below) the Private Placement Warrants, the Sponsor Loan Warrants and the Working
Capital Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii)
with respect to Private Placement Warrants and Sponsor Loan Warrants held by Cowen Investments, will not be exercisable more than five
years from the commencement of sales of the Offering in accordance with FINRA Rule 5110(g)(8)(A), (iii) the shares of Common Stock issuable
upon exercise of the Private Placement Warrants, the Sponsor Loan Warrants and the Working Capital Warrants may not be transferred, assigned
or sold until the date that is thirty (30) days after the completion by the Company of an initial Business Combination, and (iv) shall
not be redeemable by the Company; provided, however, that in the case of clause (iii), the Private Placement Warrants, the
Sponsor Loan Warrants, the Working Capital Warrants and any shares of Common Stock held by any of the Sponsors or their Permitted Transferees
that are issued upon exercise of the Private Placement Warrants, the Sponsor Loan Warrants or the Working Capital Warrants may be transferred
by the holders thereof:
(a)
to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
any affiliate of the Sponsors or any employees of such affiliates, or to any member(s) of the Sponsors or any affiliates of such members;
(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, or an affiliate of such individual or to a charitable organization;
(c)
in the case of an individual, by virtue of the 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 an initial Business Combination at prices no greater
than the price at which the securities were originally purchased;
(f)
in the event of the Company’s liquidation prior to consummation of the Company’s initial Business Combination;
(g)
by virtue of the laws of the State of Delaware or either of the Sponsors’ limited liability company agreement upon dissolution
of such Sponsor;
(h)
as distributions to direct or indirect members of the Sponsors;
(i)
to the Company for no value for cancellation in connection with the completion of its initial Business Combination; or
(j)
in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which
results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other
property subsequent to the Company’s completion of its initial Business Combination;
provided, however, that, in each
case (except for clauses (f), (i) or (j) or with the prior written consent of the Company) prior to such registration for transfer, the
Warrant Agent shall be presented with written documentation pursuant to which any such transferee (the “Permitted Transferees”)
must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.
3.
Terms and Exercise of Warrants.
3.1
Warrant Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of
this Agreement, to purchase from the Company the number of 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 shall mean the price per share (including in cash or by payment of Warrants pursuant to
a “cashless exercise,” to the extent permitted hereunder) at which 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 (including by allowing “cashless exercise”) 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 three (3) Business Days prior written notice of such reduction to Registered Holders of the Warrants and, provided
further that any such reduction shall be identical among all of the Warrants.
3.2
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”)
(A) commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination,
and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B) terminating at 5:00 p.m., New York
City time on the earliest to occur of (x) the date that is five (5) years after the date on which the Company completes its initial Business
Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated certificate of incorporation,
as amended from time to time; provided, however, that the Private Placement Warrants and Sponsor Loan Warrants issued to
Cowen Investments will not be exercisable more than five years from the commencement of sales of the Offering in accordance with FINRA
Rule 5110(g)(8)(A), or (z) other than with respect to the Private Placement Warrants, the Sponsor Loan Warrants and the Working Capital
Warrants to the extent then held by the Sponsors or their Permitted Transferees, the Redemption Date (as defined below) as provided in Section 6.3 hereof
(the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject
to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration
statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined
below) (other than with respect to a Private Placement Warrant, a Sponsor Loan Warrant or a Working Capital Warrant then held by any of
the Sponsors or their Permitted Transferees) in the event of a redemption (as set forth in Section 6 hereof), each Warrant
(other than a Private Placement Warrant, a Sponsor Loan Warrant or a Working Capital Warrant then held by any of the Sponsors or their
Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become null and void, and all
rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City time, on the Expiration
Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that
the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and,
provided further that any such extension shall be identical in duration among all the Warrants.
3.3
Exercise of Warrants.
3.3.1
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder
thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants
to be exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”)
on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant
Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any share of
Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive
Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the Depositary’s
procedures, and (iii) the payment in full of the Warrant Price for each share of Common Stock as to which the Warrant is exercised and
any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common
Stock and the issuance of such shares of Common Stock, as follows:
(a)
in lawful money of the United States, in good certified check or wire payable to the Warrant Agent;
(b)
in the event of a redemption pursuant to Section 6.1 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants
for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number
of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined in this
subsection 3.3.1(b)) over the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection
3.3.1(b), Section 6.2 and Section 6.4, the “Fair Market Value” shall mean the average
last reported sale price of the 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 the holders of the Warrants, pursuant to Section 6 hereof;
(c)
with respect to any Private Placement Warrant, Sponsor Loan Warrant or Working Capital Warrant, so long as such Warrant is held
by any of the Sponsors or their Permitted Transferees, by surrendering the Warrants for that number of shares of Common Stock equal to
the quotient obtained by dividing (i) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess
of the “Sponsor Exercise Fair Market Value”, as defined in this subsection 3.3.1(c), over the Warrant Price by (ii)
the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Sponsor Exercise Fair
Market Value” shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on
the third trading day prior to the date on which notice of exercise of the Private Placement Warrant, Sponsor Loan Warrant or Working
Capital Warrant is sent to the Warrant Agent;
(d)
on a cashless basis, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or
(e)
on a cashless basis, as provided in Section 7.4 hereof.
3.3.2
Issuance of Shares of Common Stock upon Exercise. As soon as practicable after the exercise of any Warrant and the clearance
of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full 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 book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock as to which
such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of
Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless (a) a registration
statement under the Securities Act with respect to the shares of Common Stock underlying the Public Warrants is then effective and (b)
a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4 or a valid
exemption from registration being available. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of
Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or
deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of
the Warrants. Subject to Section 4.6 of this Agreement, a Registered Holder of Public Warrants may exercise its Public Warrants
only for a whole number of shares of Common Stock. The Company may require holders of Public Warrants to settle the Warrant on a “cashless
basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of
any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Company
shall round down to the nearest whole number, the number of shares of Common Stock to be issued to such holder.
3.3.3
Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement
shall be validly issued, fully paid and non-assessable.
3.3.4
Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of Common
Stock is issued shall for all purposes be deemed to have become the holder of record of such shares of Common Stock on the date on which
the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective
of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment
is a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed
to have become the holder of such shares of Common Stock 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 he, she or it elects to be subject
to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection
3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise
of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect
to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially
own in excess of 9.8% (or such other amount as a holder may specify) (the “Maximum Percentage”) of the 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 his, her or its affiliates or any such other person or group 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 his, her or 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 his, her or 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 Commission as the case may be, (2) a more recent public announcement by the
Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of 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 his, her or 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.
4.1.1
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 capitalization or 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 capitalization or 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 the outstanding shares of Common Stock. A rights offering to holders of the Common Stock entitling holders to purchase shares of Common
Stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a stock dividend of a number
of shares of Common Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable
under any other equity securities sold in such rights offering that are convertible into or exercisable for the Common Stock) and (ii)
one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Historical Fair
Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable
for Common Stock, in determining the price payable for Common Stock, there shall be taken into account any consideration received for
such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value”
means the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day
prior to the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way,
without the right to receive such rights. No shares of Common Stock shall be issued at less than their par value.
4.1.2
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend
or make a distribution in cash, securities or other assets to all or substantially all of the holders of the 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 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights
of the holders of the Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of
the holders of Common Stock in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation
to (i) modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial
Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not
complete its initial Business Combination within the time period set forth in the Company’s amended and restated certificate of
incorporation, as amended from time to time or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial
Business Combination activity or (e) in connection with the redemption of the shares of Common Stock included in the Units sold in the
Offering upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon
its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then
the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of
cash and/or the fair market value (as determined by the Board 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 4.1.2, “Ordinary Cash Dividends”
means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends
and cash distributions paid on the 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).
4.2
Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 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
Adjustments in Exercise Price.
4.3.1
Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, 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.
4.3.2
If (x) the Company issues additional shares of Common Stock or securities convertible into or exercisable or exchangeable for shares
of Common Stock for capital raising purposes in connection with the closing of its 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 (and in the case of any such issuance to the Sponsors or their affiliates, without taking into account any shares of Class
B common stock of the Company, par value $0.0001 per share (the “Class B common stock”), held by the Sponsors
or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross
proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of
an initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the
volume weighted average trading price of the Common Stock during the twenty (20) trading day period starting on the trading day prior
to the day on which the Company consummates an initial Business Combination (such price, the “Market Value”)
is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value
and the Newly Issued Price, and the $18.00 per share redemption trigger prices (as described in Section 6.1) will be adjusted (to
the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
4.4
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
shares of Common Stock (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects the par value
of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion
of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does
not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance
to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection
with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis
and upon the terms and conditions specified in the Warrants and in lieu of the 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 holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s)
immediately prior to such event (the “Alternative Issuance”); provided, however, that (i) if the
holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets
receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative
Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per
share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender,
exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or
redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s
amended and restated certificate of incorporation or as a result of the repurchase of shares of Common Stock by the Company if a proposed
initial Business Combination is presented to the stockholders of the Company for approval) under circumstances in which, upon completion
of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within
the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate
or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50%
of the outstanding shares of Common Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest
amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder
had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held
by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of
such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided,
further, that if less than 70% of the consideration receivable by the holders of the Common Stock in the applicable event is payable
in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established
over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly
exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company
pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) (but
in no event less than zero) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per
Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant
Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes
Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating
such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each share of Common Stock shall be
the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior
to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function
on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed
risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per
Share Consideration” means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the
amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported
during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification
or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be
made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section
4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In
no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
4.5
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock 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 of Common Stock purchasable at such price
upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation
is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give
written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant
Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect
the legality or validity of such event.
4.6
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue
fractional shares of Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4,
the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company
shall, upon such exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to such holder.
4.7
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and
Warrants issued after such adjustment may state the same Warrant Price and the same number of shares of Common Stock as is stated in the
Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make
any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant
thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as
so changed.
4.8
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid
an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company
shall appoint a firm of independent registered public accountants, investment banking or other appraisal firm of recognized national standing,
which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate
the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment;
provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4.8 as a result
of any issuance of securities in connection with a Business Combination. The Company shall adjust the terms of the Warrants in a manner
that is consistent with any adjustment recommended in such opinion.
4.9
No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of
an adjustment to the conversion ratio of the Class B common stock into shares of Common Stock or the conversion of the shares of Class
B common stock into shares of Common Stock, in each case, pursuant to the Company’s amended and restated certificate of incorporation,
as further amended from time to time.
5.
Transfer and Exchange of Warrants.
5.1
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon
the Warrant Register, upon surrender of such Warrant for transfer, in the case of certificated Warrants, properly endorsed with signatures
properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal
aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated
Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.
5.2
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for
exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise
provided herein or with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred only in whole and only to the Depositary,
to another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further, however
that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants,
the Sponsor Loan Warrants and the Working Capital Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in
exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and
indicating whether the new Warrants must also bear a restrictive legend.
5.3
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall
result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.
5.4
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.
5.5
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.
5.6
Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with
the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such
Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included
in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants
on and after the Detachment Date.
6.
Redemption.
6.1
Redemption of Warrants When the Price per Share of Common Stock Equals or Exceeds $18.00. Subject to Sections 6.5
and 6.6 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during
the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section
6.3 below, at a Redemption Price of $0.01 per Warrant, provided that (a) the Reference Value (as defined below) equals or exceeds
$18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b) there is an effective registration statement
covering the issuance of the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto,
available throughout the 30-day Redemption Period (as defined in Section 6.3 below) or the Company has elected to require the exercise
of the Warrants on a “cashless basis” pursuant to subsection 3.3.1.
|
6.2
Redemption of Warrants When the Price per Share of Common Stock Equals or Exceeds $10.00. Subject to Sections 6.5 and
6.6 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during
the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section
6.3 below, at a Redemption Price of $0.10 per Warrant, provided that (a) the Reference Value equals or exceeds $10.00 per share
(subject to adjustment in compliance with Section 4 hereof) and (b) there is an effective registration statement covering the issuance
of the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout
the 30-day Redemption Period (as defined in Section 6.3 below). During the 30-day Redemption Period in connection with a redemption
pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless
basis” pursuant to subsection 3.3.1 and receive a number of shares of Common Stock determined by reference to the table
below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Redemption
Fair Market Value” (as such term is defined in this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes
of this Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted average price of the shares
of Common Stock for the ten (10) trading days immediately following the date on which notice of redemption pursuant to this Section
6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall
provide the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading
day period described above ends.
|
|
Redemption
Date (period to expiration of warrants)
|
|
Fair
Market Value of Our Common Stock
|
|
≥$10.00
|
|
$11.00
|
|
$12.00
|
|
$13.00
|
|
$14.00
|
|
$15.00
|
|
$16.00
|
|
$17.00
|
|
≥$18.00
|
|
60
months
|
|
0.261
|
|
0.281
|
|
0.297
|
|
0.311
|
|
0.324
|
|
0.337
|
|
0.348
|
|
0.358
|
|
0.361
|
|
57
months
|
|
0.257
|
|
0.277
|
|
0.294
|
|
0.310
|
|
0.324
|
|
0.337
|
|
0.348
|
|
0.358
|
|
0.361
|
|
54
months
|
|
0.252
|
|
0.272
|
|
0.291
|
|
0.307
|
|
0.322
|
|
0.335
|
|
0.347
|
|
0.357
|
|
0.361
|
|
51
months
|
|
0.246
|
|
0.268
|
|
0.287
|
|
0.304
|
|
0.320
|
|
0.333
|
|
0.346
|
|
0.357
|
|
0.361
|
|
48
months
|
|
0.241
|
|
0.263
|
|
0.283
|
|
0.301
|
|
0.317
|
|
0.332
|
|
0.344
|
|
0.356
|
|
0.361
|
|
45
months
|
|
0.235
|
|
0.258
|
|
0.279
|
|
0.298
|
|
0.315
|
|
0.330
|
|
0.343
|
|
0.356
|
|
0.361
|
|
42
months
|
|
0.228
|
|
0.252
|
|
0.274
|
|
0.294
|
|
0.312
|
|
0.328
|
|
0.342
|
|
0.355
|
|
0.361
|
|
39
months
|
|
0.221
|
|
0.246
|
|
0.269
|
|
0.290
|
|
0.309
|
|
0.325
|
|
0.340
|
|
0.354
|
|
0.361
|
|
36
months
|
|
0.213
|
|
0.239
|
|
0.263
|
|
0.285
|
|
0.305
|
|
0.323
|
|
0.339
|
|
0.353
|
|
0.361
|
|
33
months
|
|
0.205
|
|
0.232
|
|
0.257
|
|
0.280
|
|
0.301
|
|
0.320
|
|
0.337
|
|
0.352
|
|
0.361
|
|
30
months
|
|
0.196
|
|
0.224
|
|
0.250
|
|
0.274
|
|
0.297
|
|
0.316
|
|
0.335
|
|
0.351
|
|
0.361
|
|
27
months
|
|
0.185
|
|
0.214
|
|
0.242
|
|
0.268
|
|
0.291
|
|
0.313
|
|
0.332
|
|
0.350
|
|
0.361
|
|
24
months
|
|
0.173
|
|
0.204
|
|
0.233
|
|
0.260
|
|
0.285
|
|
0.308
|
|
0.329
|
|
0.348
|
|
0.361
|
|
21
months
|
|
0.161
|
|
0.193
|
|
0.223
|
|
0.252
|
|
0.279
|
|
0.304
|
|
0.326
|
|
0.347
|
|
0.361
|
|
18
months
|
|
0.146
|
|
0.179
|
|
0.211
|
|
0.242
|
|
0.271
|
|
0.298
|
|
0.322
|
|
0.345
|
|
0.361
|
|
15
months
|
|
0.130
|
|
0.164
|
|
0.197
|
|
0.230
|
|
0.262
|
|
0.291
|
|
0.317
|
|
0.342
|
|
0.361
|
|
12
months
|
|
0.111
|
|
0.146
|
|
0.181
|
|
0.216
|
|
0.250
|
|
0.282
|
|
0.312
|
|
0.339
|
|
0.361
|
|
9
months
|
|
0.090
|
|
0.125
|
|
0.162
|
|
0.199
|
|
0.237
|
|
0.272
|
|
0.305
|
|
0.336
|
|
0.361
|
|
6
months
|
|
0.065
|
|
0.099
|
|
0.137
|
|
0.178
|
|
0.219
|
|
0.259
|
|
0.296
|
|
0.331
|
|
0.361
|
|
3
months
|
|
0.034
|
|
0.065
|
|
0.104
|
|
0.150
|
|
0.197
|
|
0.243
|
|
0.286
|
|
0.326
|
|
0.361
|
|
0
months
|
|
—
|
|
—
|
|
0.042
|
|
0.115
|
|
0.179
|
|
0.233
|
|
0.281
|
|
0.323
|
|
0.361
|
The exact Redemption Fair
Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between
two values in the table or the Redemption Date is between two redemption dates in the table, the number of shares of Common Stock to be
issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line interpolation between the number of shares
set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based on a
365- or 366-day year, as applicable.
The stock prices set forth in the column headings
of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant is adjusted pursuant
to Section 4 hereof. In the event of a Warrant Price adjustment pursuant to Section 4.3.1, the adjusted stock prices in
the column headings shall equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which
is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the
number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the
same manner and at the same time as the number of shares issuable upon exercise of a Warrant. In no event will the number of shares issued
in connection with a Make-Whole Exercise exceed 0.361 shares of Common Stock per Warrant (subject to adjustment).
6.3
Date Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to redeem
the Warrants, pursuant to Sections 6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption
Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30)
days prior to the Redemption Date (the “30-day Redemption Period”) to the Registered Holders of the Warrants
to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided
shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice. As used in this Agreement,
(a) “Redemption Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Sections
6.1 or 6.2 and (b) “Reference Value” shall mean the last reported sales price of the shares of Common
Stock for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on
which notice of the redemption is given.
6.4
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance
with subsection 3.3.1(b) or Section 6.2 of this Agreement) at any time after notice of redemption shall have been given
by the Company pursuant to Section 6.3 hereof and prior to the Redemption Date. In the event that the Company determines to require
all holders of Warrants to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1, the notice of
redemption shall contain the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the
Warrants, including the Fair Market Value (as such term is defined in subsection 3.3.1(b) hereof) in such case. On and after the
Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the
Redemption Price.
6.5
Exclusion of Private Placement Warrants; Sponsor Loan Warrants; Working Capital Warrants. The Company agrees that the redemption
rights provided in Sections 6.1 and 6.2 hereof shall not apply to the Private Placement Warrants, the Sponsor Loan Warrants
or the Working Capital Warrants if at the time of the redemption such Private Placement Warrants, Sponsor Loan Warrants or Working Capital
Warrants continue to be held by the Sponsors or their Permitted Transferees. However, once such Private Placement Warrants, Sponsor Loan
Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.6 hereof),
the Company may redeem such Private Placement Warrants, Sponsor Loan Warrants or Working Capital Warrants pursuant to Sections 6.1
or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement
Warrants, Sponsor Loan Warrants or Working Capital Warrants to exercise the Private Placement Warrants, Sponsor Loan Warrants or Working
Capital Warrants prior to redemption pursuant to Section 6.4 hereof. Private Placement Warrants, Sponsor Loan Warrants or Working
Capital Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement
Warrants, Sponsor Loan Warrants or Working Capital Warrants, as applicable, and shall become Public Warrants under this Agreement, including
for purposes of Section 9.8 hereof.
6.6
Public Warrants Held By the Company’s Officers or Directors. The Company agrees that if Public Warrants are held by
any of the Company’s officers or directors, the Public Warrants held by such officers and directors will be subject to the redemption
rights provided in Section 6.2, except that such officers and directors shall only receive the “Public Warrant
Fair Market Value” for such Public Warrants so redeemed. “Public Warrant Fair Market Value” in this Section 6.6
shall mean the last reported sale price of the Public Warrants on the applicable Redemption Date.
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 a stockholder 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 Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.
7.4
Registration of Common Stock; Cashless Exercise at Company’s Option.
7.4.1
Registration of the Common Stock. The Company agrees that as soon as practicable, but in no event later than twenty (20)
Business Days after the closing of its initial Business Combination, it shall use commercially reasonable efforts to file with the Commission
a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants.
The Company shall use commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such
registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with
the provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th)
Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning
on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration statement
being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration
statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,”
pursuant to subsection 3.3.1, by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor
rule) or another exemption) for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained by dividing (x)
the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value”
(as defined below) over the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1,
“Fair Market Value” shall mean the volume-weighted average price of the Common Stock as reported during the
ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from
the holder of such Warrants or his, her or its securities broker or intermediary. The date that notice of cashless exercise is received
by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of
a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be
an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with
this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon
such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is
defined in Rule 144 under the Securities Act (or any successor statute)) of the Company and, accordingly, shall not be required to bear
a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of doubt, unless and until all of the Warrants
have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the
first three sentences of this subsection 7.4.1.
7.4.2
Cashless Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Warrant not listed
on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of
the Securities Act (or any successor statute), the Company may, at its option, (i) require holders of Public Warrants who exercise Public
Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or
any successor statute) as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not
be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Common Stock
issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary and (y) use commercially reasonable
efforts to register or qualify for sale the Common Stock issuable upon exercise of the Public Warrant under applicable blue sky laws of
the state of residence of the holder to the extent an exemption is not available.
8.
Concerning the Warrant Agent and Other Matters.
8.1
Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares 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 a Warrant (who
shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the
Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s
cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under
the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New
York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state
authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties,
and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the
expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor
Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any
and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.
8.2.2
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the Transfer Agent for the 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 shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that
the Warrant Agent may reasonably incur in the execution of its duties hereunder.
8.3.2
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant
Agent for the carrying out or performing of the provisions of this Agreement.
8.4
Liability of Warrant Agent.
8.4.1
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem
it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved
and established by a statement signed by the President, the Chief Executive Officer, the Chief Financial Officer, the Secretary or the
Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action
taken or suffered in good faith by it pursuant to the provisions of this Agreement.
8.4.2
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud or bad
faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket
costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except
as a result of the Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.
8.4.3
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any
breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible
to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any
such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder
be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant
to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.
8.5
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the
same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of
Common Stock through the exercise of the Warrants.
8.6
Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all
Claims against the Trust Account and any and all rights to seek access to the Trust Account.
9.
Miscellaneous Provisions.
9.1
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors and assigns.
9.2
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the
holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by
certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another
address is filed in writing by the Company with the Warrant Agent), as follows:
Concord Acquisition Corp III
477 Madison Avenue
New York, NY 10022
Attn: Jeff Tuder
Email: jeff@tremsoncapital.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
when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attn: Compliance Department
With a copy in each case to:
Greenberg Traurig, LLP
1750 Tysons Boulevard, Suite 1000
McLean, VA 22102
Attn: Alan I. Annex and Jason T. Simon, Esq.
Email: annexa@gtlaw.com and simonj@gtlaw.com
and
DLA Piper LLP (US)
1251 Avenue of the Americas
New York, NY 10020
Attn: Michael D. Maline, Esq. and Stephen P. Alicanti, Esq.
Email: michael.maline@dlapiper.com and stephen.alicanti@dlapiper.com
9.3
Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants
shall be governed in all respects by the laws of the State of New York, 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, including under the Securities Act, shall be brought and enforced
in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits
to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives
any objection to such jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions
of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for
which the federal district courts of the United States of America are the sole and exclusive forum.
Any person or entity purchasing
or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in
this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other
than a court of the State of New York or the United States District Court for the Southern District of New York (a “Foreign
Action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction
of the state and federal courts located within the State of New York in connection with any action brought in any such court to enforce
the forum provisions (an “Enforcement Action”), and (y) having service of process made upon such warrant holder
in any such Enforcement Action by service upon such warrant holder’ s counsel in the Foreign Action as agent for such warrant holder.
9.4
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any
person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by
reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations,
promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors
and assigns and of the Registered Holders of the Warrants.
9.5
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office
of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant.
The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.
9.6
Counterparts; Electronic Signatures. 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. A signature to this Agreement transmitted electronically shall have the same authority, effect, and enforceability
as an original signature.
9.7
Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not
affect the interpretation thereof.
9.8
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the
purpose of curing any ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms
of the Warrants and this Agreement set forth in the Prospectus, or 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 or (ii) to provide
for the delivery of Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including any amendment
to increase the Warrant Price or shorten the Exercise Period and any amendments to the terms of only the Private Placement Warrants, Sponsor
Loan Warrants or Working Capital Warrants, shall require the vote or written consent of the Registered Holders of 50% of the then outstanding
Public Warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants, Sponsor Loan Warrants or Working
Capital Warrants or any provision of this Agreement with respect to the Private Placement Warrants, Sponsor Loan Warrants or Working Capital
Warrants, 50% of the then-outstanding Private Placement Warrants, Sponsor Loan Warrants and Working Capital Warrants, respectively; provided
that, solely in the case of an amendment to the terms of the Private Placement Warrants (and any Sponsor Loan Warrants and/or Working
Capital Warrants) or any provision of this Agreement with respect to the Private Placement Warrants (and any Sponsor Loan Warrants and/or
Working Capital Warrants) that does not adversely affect any of the terms of the Public Warrants, such amendment shall require only the
written consent or vote of the registered holders of at least 50% of the then-outstanding Private Placement Warrants, Sponsor Loan Warrants
and Working Capital Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise
Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.
9.9
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement
a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
9.10
Business Continuity Plan. The Warrant Agent shall maintain plans for business continuity, disaster recovery, and backup
capabilities and facilities designed to ensure the Warrant Agent’s continued performance of its obligations under this Agreement,
including, without limitation, loss of production, loss of systems, loss of equipment, failure of carriers and the failure of the Warrant
Agent’s or its supplier’s equipment, computer systems or business systems (“Business Continuity Plan”).
Such Business Continuity Plan shall include, but shall not be limited to, testing, accountability and corrective actions designed to be
promptly implemented, if necessary. In addition, in the event that the Warrant Agent has knowledge of an incident affecting the integrity
or availability of such Business Continuity Plan, then the Warrant Agent shall, as promptly as practicable, but no later than twenty-four
(24) hours (or sooner to the extent required by applicable law or regulation) after the Warrant Agent becomes aware of such incident,
notify the Company in writing of such incident and provide the Company with updates, as deemed appropriate by the Warrant Agent under
the circumstances, with respect to the status of all related remediation efforts in connection with such incident. The Warrant Agent represents
that, as of the date of this Agreement, such Business Continuity Plan is active and functioning normally in all material respects.
9.11
Confidentiality. The Warrant Agent and the Company agree that all books, records, information and data pertaining to the
business of the other party, including inter alia, personal, non-public warrant holder information, which are exchanged or received
pursuant to the negotiation or the carrying out of this Warrant Agreement, including the fees for services, shall remain confidential,
and shall not be voluntarily disclosed to any other person, except as may be required by law or regulation, including, without limitation,
pursuant to requests from the Securities and Exchange Commission and subpoenas from state or federal government authorities (e.g., in
divorce and criminal actions).
Exhibit A – Form of Warrant Certificate
Exhibit B – Legend
[Signature Page Follows]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.
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CONCORD ACQUISITION CORP III
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By:
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Name:
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Title:
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
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By:
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Name:
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Title:
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[Signature Page to Warrant Agreement]
EXHIBIT A
Form of Warrant Certificate
[FACE]
Number
Warrants
THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED
PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR
IN THE WARRANT AGREEMENT DESCRIBED BELOW
Concord Acquisition Corp III
Incorporated Under the Laws of the State of Delaware
CUSIP [•]
Warrant Certificate
This Warrant Certificate certifies that
, or registered
assigns, is the registered holder of
warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Class A
common stock, $0.0001 par value per share (“Common Stock”), of Concord Acquisition Corp III, a Delaware corporation
(the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement
referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below,
at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money
(or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of
this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to
the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall
have the meanings given to them in the Warrant Agreement.
Each whole Warrant is initially exercisable for
one fully paid and non-assessable share of Common Stock. No fractional shares will be issued upon exercise of any Warrant. If, upon the
exercise of Warrant, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down
to the nearest whole number of the number of shares of Common Stock to be issued to the holder. The number of shares of Common Stock issuable
upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.
The initial Exercise Price per 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
as set forth in the Warrant Agreement.
Subject to the conditions set forth in the Warrant
Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period,
such Warrants shall become null and void.
Reference is hereby made to the further provisions
of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as
though fully set forth at this place.
This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.
This Warrant Certificate shall be governed by and
construed in accordance with the internal laws of the State of New York.
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CONCORD ACQUISITION CORP III
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By:
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Name:
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Title:
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
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By:
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Name:
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Title:
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[Form of Warrant Certificate]
[Reverse]
The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive
shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [•], 2021 (the “Warrant
Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation,
as warrant agent (or successor warrant agent) (collectively, 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 designated office(s) 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 designated
office(s) 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(s) 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 third-party charges 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 Concord Acquisition Corp III (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 6.1 or Section 6.2 of the Warrant Agreement and the Company has required
cashless exercise pursuant to Section 6.4 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 6.4 of the Warrant Agreement.
In the event that the Warrant is a Private Placement
Warrant, Sponsor Loan Warrant or Working Capital Warrant that is to be exercised on a “cashless” basis pursuant to subsection
3.3.1(c) of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in
accordance with subsection 3.3.1(c) of the Warrant Agreement.
In the event that the Warrant is to be exercised
on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares of Common Stock that
this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.
In the event that the Warrant may be exercised,
to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares 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 .
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Date: ,
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(Signature)
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(Address)
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(Tax Identification Number)
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Signature Guaranteed:
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE) under the SECURITIES exchange act, OF 1934,
AS AMENDED).
EXHIBIT B
LEGEND
“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS
ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG CONCORD Acquisition Corp III (THE “COMPANY”), CONCORD SPONSOR GROUP
III LLC, CA2 CO-INVESTMENT LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD OR TRANSFERRED PRIOR TO
THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED
IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT)
WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.
SECURITIES EVIDENCED HEREBY
AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER
A REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”
Exhibit 5.1
October 15, 2021
Concord Acquisition Corp III
477 Madison Avenue
New York, NY 10022
Re: Concord Acquisition Corp III
Registration Statement on Form S-1
Ladies and Gentlemen:
Concord Acquisition Corp III, a Delaware corporation
(the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-1, as amended
(the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”). The Registration
Statement relates to the underwritten public offering by the Company of up to 28,750,000 units of the Company (the “Units”)
(including up to 3,750,000 Units subject to the Underwriters’ (as defined below) option to purchase additional Units), each Unit
consisting of:
(i) one
share of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock,” and the shares of Common
Stock underlying the Units, the “Shares”), for an aggregate of up to 28,750,000 Shares (including up to 3,750,000 Shares
included in the Units subject to the Underwriters’ option to purchase additional Units); and
(ii) one-half
of one redeemable warrant (each whole warrant, a “Warrant”) with each Warrant entitling the holder to purchase one
share of Common Stock, for an aggregate of up to 14,375,000 Warrants (including up to 1,875,000 Warrants included in the Units subject
to the Underwriters’ option to purchase additional Units) to be issued under a Warrant Agreement (the “Warrant Agreement”)
to be entered into by the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, pursuant to the terms of an underwriting
agreement (the “Underwriting Agreement”) to be executed by the Company, and Citigroup Global Markets Inc. and Cowen
and Company, LLC, as representatives of the several underwriters named therein (the “Underwriters”). We have acted
as counsel to the Company in connection with the preparation and filing of the Registration Statement and this opinion is being furnished
in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
We have examined copies of such corporate records,
agreements, documents and other instruments of the Company and other certificates and documents of officials of the Company, public officials,
and others, as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the legal capacity
of all natural persons, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents
of all copies submitted to us as conformed, certified, or reproduced copies. We have also assumed that (i) upon sale and delivery
of the Units, the Shares, and the Warrants, the certificates representing such Units, Shares, and Warrants will conform to the specimens
thereof filed as exhibits to the Registration Statement and will have been duly countersigned by the transfer agent and duly registered
by the registrar or, if uncertificated, valid book-entry notations for the issuance of the Units, the Shares, and the Warrants in uncertificated
form will have been duly made in the register of the Company and (ii) at the time of execution, countersigning, issuance, and delivery
of the Warrants, the Warrant Agreement will be a valid and binding obligation of the Warrant Agent, enforceable against the Warrant Agent
in accordance with its terms. In addition, in providing the opinions herein, we have relied, with respect to matters related to the Company’s
existence, upon the certificates referenced above.
Based upon the foregoing, and subject to the assumptions,
exceptions, qualifications, and limitations stated herein, we are of the opinion that:
1. When the Underwriting Agreement and the
Warrant Agreement have been duly executed and delivered by the respective parties thereto and the Units, the Shares, and the Warrants
have been issued and delivered in accordance with the Underwriting Agreement against payment in full of the consideration payable therefor
as determined by the Board of Directors of the Company or a duly authorized committee thereof and as contemplated by the Underwriting
Agreement, the Units and the Shares and Warrants included in the Units will be duly authorized, validly issued, fully paid and non-assessable.
2. When
the Underwriting Agreement and the Warrant Agreement have been duly executed and delivered by the respective parties thereto and the Warrants
have been duly executed by the Company and duly countersigned by the Warrant Agent in accordance with the terms of the Warrant Agreement
and delivered to and paid for by the Underwriters pursuant to the terms of the Underwriting Agreement, the Warrants will be valid and
binding obligations of the Company, enforceable against the Company in accordance with their terms.
3. When the Underwriting Agreement has been duly
executed and delivered by the respective parties thereto and the Units have been duly executed by the Company and delivered by Continental
Stock Transfer & Trust Company, as transfer agent, the Units will be valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms.
The
opinions and other matters in this letter are qualified in their entirety and subject to the following:
A. We express no opinion as to the laws of any
jurisdiction other than (i) the laws of the State of New York and (ii) the General Corporation Law of the State of Delaware. As used
herein, the term “General Corporation Law of the State of Delaware” includes the statutory provisions contained therein and
all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.
B. The matters expressed in this letter are subject
to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium
and similar laws affecting creditors’ rights and remedies generally; and (ii) general principles of equity, including without limitation,
concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive
relief (regardless of whether considered in a proceeding in equity or at law).
C. This opinion letter is limited to the matters
expressly stated herein and no opinion is to be inferred or implied beyond the opinions expressly set forth herein. We undertake no, and
hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matter set forth herein,
whether based on a change in the law, a change in any fact relating to the Company or any other person or any other circumstance.
We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus
comprising a part of the Registration Statement. In giving this consent, we do not thereby admit that we are included within the category
of persons whose consent is required by Section 7 of the Act and the rules and regulations promulgated thereunder.
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Very truly yours,
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/s/ Greenberg Traurig, LLP
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Greenberg Traurig, LLP
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Exhibit 10.1
PROMISSORY NOTE
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Not to Exceed $200,000
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August 10, 2021
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FOR VALUE RECEIVED, Concord
Acquisition Corp III, a Delaware corporation (“Maker” or the “Company”), hereby unconditionally promises to pay
to the order of Concord Sponsor Group III LLC, a Delaware limited liability company (“Payee”), the sum of TWO HUNDRED THOUSAND
DOLLARS ($200,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this note (this “Note”),
in legal and lawful money of the United States of America. This Note amends, replaces and supersedes in its entirety that certain promissory
note, dated March 18, 2021, made by the Maker in favor of the Payee (the “Original Note”), and the unpaid principal balance
of the indebtedness evidenced by the Original Note is being merged into and will hereafter be evidenced by this Note.
Payee may make advances to
Maker from time to time under this Note; provided, however, that notwithstanding anything to the contrary herein, at no time shall the
aggregate of all advances and re-advances outstanding under this Note exceed $200,000.
This is a non-interest bearing
Note.
The entire unpaid principal
balance of this Note shall be due and payable upon the later of July 31, 2021 or the consummation of a public offering of the Company’s
securities.
If payment of this Note or
any installment of this Note is not made when due, the entire indebtedness hereunder, at the option of Payee, shall immediately become
due and payable, and Payee shall be entitled to pursue any or all remedies to which Payee is entitled hereunder, or at law or in equity.
This Note may be prepaid,
in whole or in part, without penalty. This Note may not be changed, amended or modified except in a writing expressly intended for such
purpose and executed by the party against whom enforcement of the change, amendment or modification is sought. The loan evidenced by this
Note is made solely for business purposes.
THIS NOTE IS BEING EXECUTED
AND DELIVERED, AND IS INTENDED TO BE PERFORMED, IN THE STATE OF NEW YORK. EXCEPT TO THE EXTENT THAT THE LAWS OF THE UNITED STATES MAY
APPLY TO THE TERMS HEREOF, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION
OF THIS NOTE. IN THE EVENT OF A DISPUTE INVOLVING THIS NOTE OR ANY OTHER INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, THE UNDERSIGNED
PARTIES IRREVOCABLY AGREE THAT VENUE FOR SUCH DISPUTE SHALL LIE IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK.
Service of any notice by Maker
to Payee or by Payee to Maker, shall be mailed, postage prepaid by certified United States mail, return receipt requested, at the address
for such party set forth in this Note, or at such subsequent address provided to the other party hereto in the manner set forth in this
paragraph for all notices. Any such notice shall be deemed given three (3) days after deposit thereof in an official depository
under the care and custody of the United States Postal Service.
Should the indebtedness represented
by this Note or any part thereof be collected at law or in equity or through any bankruptcy, receivership, probate or other court proceedings
or if this Note is placed in the hands of attorneys for collection after default, the undersigned and all endorsers, guarantors and sureties
of this Note jointly and severally agree to pay to the holder of this Note, in addition to the principal and interest due and payable
hereon, reasonable attorneys’ and collection fees.
The undersigned and all endorsers,
guarantors and sureties of this Note and all other persons liable or to become liable on this Note severally waive presentment for payment,
demand, notice of demand and of dishonor and nonpayment of this Note, notice of intention to accelerate the maturity of this Note, notice
of acceleration, protest and notice of protest, diligence in collecting, and the bringing of suit against any other party, and agree to
all renewals, extensions, modifications, partial payments, releases or substitutions of security, in whole or in part, with or without
notice, before or after maturity.
The undersigned hereby expressly
and unconditionally waives, in connection with any suit, action or proceeding brought by the payee on this Note, any and every right it
may have to (i) injunctive relief, (ii) a trial by jury, (iii) interpose any counterclaim therein and (iv) have the same consolidated
with any other or separate suit, action or proceeding. Nothing herein contained shall prevent or prohibit the undersigned from instituting
or maintaining a separate action against payee with respect to any asserted claim.
Any provision contained in
this Notes which is prohibited or unenforceable in any jurisdictions shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibitions or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
This Note represents the final
agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.
[Signature page follows]
EXECUTED AND AGREED as of
the date first above written.
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CONCORD ACQUISITION CORP III, a Delaware corporation
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By:
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/s/ Michele Cito
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Name:
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Michele Cito
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Title:
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CFO
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ACKNOWLEDGED AND AGREED:
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CONCORD SPONSOR GROUP III LLC
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By:
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/s/ Timothy Kacani
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Name:
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Timothy Kacani
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Title:
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COO – Authorized Signatory
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Exhibit 10.2
[●], 2021
Concord Acquisition Corp III
477 Madison Avenue
New York, NY 10022
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Re:
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Initial Public Offering
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Ladies and Gentlemen:
This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and
between Concord Acquisition Corp III, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc.
and Cowen and Company, LLC, as the representatives (the “Representatives”) of the several underwriters named
therein (each an “Underwriter” and collectively, the “Underwriters”), relating to
an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s
units (including up to 3,750,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if
any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001
per share (“Class A Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”).
Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to
adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”)
filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms
used herein are defined in paragraph 11 hereof.
In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Concord Sponsor Group III LLC, a Delaware limited liability company (the “Sponsor”),
CA2 Co-Investment LLC, a Delaware limited liability company (“Cowen Investments” and together with the Sponsor,
the “Holders”), and the other undersigned persons (each such other undersigned persons, an “Insider”
and collectively, the “Insiders”), each hereby agrees, severally but not jointly, with the Company as follows:
1. The Sponsor, Cowen Investments and each Insider
agree 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 owned by it, him or her in favor of any proposed Business Combination (including
any proposals recommended by the Company’s Board of Directors in connection with such Business Combination) and (ii) not redeem
any Shares owned by it, him or her in connection with such stockholder approval. If the Company seeks to consummate a proposed Business
Combination by engaging in a tender offer, the Sponsor, Cowen Investment and each Insider agrees that it, he or she will not sell or tender
any Shares owned by it, him or her in connection therewith.
2. The Sponsor, Cowen Investments and each Insider
agree that in the event that the Company fails to consummate a Business Combination within 18 months from the closing of the Public Offering
(or up to 24 months from the closing of the Public Offering if the Company extends the period of time to consummate a Business Combination,
as described in more detail in the Prospectus), or such later period as may be approved by the Company’s stockholders in accordance
with the Company’s amended and restated certificate of incorporation, the Sponsor, Cowen Investments 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 shares of Class
A 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, including interest earned on the funds held in the
Trust Account and not previously released to the Company to pay its taxes (which interest shall be net of taxes payable and less up to
$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely
extinguish all Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if
any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations
under Delaware law to provide for claims of creditors and the other requirements of applicable law. The Sponsor, Cowen Investments and
each Insider agree to not propose any amendment to the Company’s amended and restated certificate of incorporation (A) to modify
the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business
Combination or to redeem 100% of the Offering Shares if the Company does not complete its initial Business Combination within 18 months
from the closing of the Public Offering (or up to 24 months from the closing of the Public Offering if the Company extends the period
of time to consummate a Business Combination, as described in more detail in the Prospectus) or (B) with respect to any other provision
relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides its Public Stockholders
with the opportunity to redeem their Offering Shares upon approval of any such amendment at a per share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not
previously released to the Company to pay its taxes (which interest shall be net of taxes payable), divided by the number of then outstanding
Offering Shares.
The Sponsor, Cowen Investments and each Insider
acknowledge that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any
other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares and Private Placement Shares
held by it. The Sponsor, Cowen Investments and each Insider hereby further waive, with respect to any Shares held by it, him or her, if
any, any redemption rights it, he or she may have in connection with (x) 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 in the context of a
tender offer made by the Company to purchase shares of Class A Common Stock and (y) a stockholder vote to approve an amendment to the
Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation
to allow redemptions in connection with the Company’s initial Business Combination or to redeem 100% of the Offering Shares if the
Company has not consummated its initial Business Combination within 18 months from the closing of the Public Offering (or up to 24 months
from the closing of the Public Offering if the Company extends the period of time to consummate a Business Combination, as described in
more detail in the Prospectus) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business
Combination activity (although the Sponsor, Cowen Investments and the Insiders shall be entitled to redemption and liquidation rights
with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within 18 months from the
date of the closing of the Public Offering (or up to 24 months from the closing of the Public Offering if the Company extends the period
of time to consummate a Business Combination, as described in more detail in the Prospectus)).
3. Without limiting Cowen Investments’ obligations
under paragraph 7 hereof, during the period commencing on the date of commencement of sales of the Public Offering and ending 180 days
after such date, Cowen Investments shall not sell, transfer, assign, pledge or hypothecate any of its Founder Shares or Private Placement
Warrants (or any shares of Class A Common Stock underlying the Private Placement Warrants), or subject any of such securities to any hedging,
short sale, derivative, put, or call transaction that would result in the effective economic disposition of such securities, except as
provided in FINRA Rule 5110(e)(1), which such restrictions shall not be subject to release or waiver, with or without the consent of the
Representatives, during the period commencing on the date of commencement of sales of the Public Offering and ending 180 days after such
date. Notwithstanding the provisions set forth in paragraphs 7(a) and (b) below, during the period commencing on the date of commencement
of sales of the Public Offering and ending 180 days after such date, the Sponsor, Cowen Investments and each Insider shall not, without
the prior written consent of the Representatives, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly
or indirectly, or file with, or submit to, the Commission a registration statement under the Securities Act of 1933, as amended (the “Securities
Act”), relating to any Units, shares of Class A Common Stock, Founder Shares, Warrants or any securities convertible into,
or exercisable, or exchangeable for, any Units, shares of Class A Common Stock, Founder Shares, or Warrants, or publicly disclose the
intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any
of the economic consequences of ownership of any Units, shares of Class A Common Stock, Founder Shares, or Warrants or any such other
securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of units or such other securities,
in cash or otherwise; provided, however, that the foregoing does not apply to the forfeiture of any Founder Shares pursuant
to their terms or any transfer of Founder Shares to any current or future independent director of the company (as long as such current
or future independent director transferee is subject to this Letter Agreement or executes an agreement substantially identical to the
terms of this Letter Agreement, as applicable to directors and officers at the time of such transfer; and as long as, to the extent any
Section 16 reporting obligation is triggered as a result of such transfer, any related Section 16 filing includes a practical explanation
as to the nature of the transfer). 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 may 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.
The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer of securities that
is not for consideration and (ii) 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, the Sponsor (which for purposes of clarification shall not extend to any other stockholders, members or managers of the Sponsor)
agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation,
whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim by (i) any
third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the
Company or (ii) a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”);
provided, however, that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure
that such claims by a third party for services rendered (other than the Company’s independent registered public accounting firm)
or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.20 per Offering
Share or (ii) such lesser amount per Offering 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 as of the date of the liquidation of the Trust Account, in each case, net of the amount
of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights
to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended. In the event that any such executed waiver is deemed
to be unenforceable against such third party, the Sponsor shall not be responsible to the extent of any liability for such third party
claims. The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company
if, within 15 days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it
shall undertake such defense.
5. (a) To the extent that the Underwriters do not
exercise their option to purchase up to an additional 3,750,000 Units within 45 days from the date of the Prospectus (and as further described
in the Prospectus), (x) the Sponsor agrees that it shall forfeit, at no cost, a number of Founder Shares in the aggregate equal to 876,136
multiplied by a fraction, (i) the numerator of which is 3,750,000 minus the number of Units purchased by the Underwriters upon the exercise
of their option to purchase additional Units and (ii) the denominator of which is 3,750,000 and (y) Cowen Investments agrees that it shall
forfeit, at no cost, a number of Founder Shares in the aggregate equal to 61,364 multiplied by a fraction, (i) the numerator of which
is 3,750,000 minus the number of Units purchased by the Underwriters upon the exercise of their option to purchase additional Units and
(ii) the denominator of which is 3,750,000. All references in this Letter Agreement to Founder Shares of the Company being forfeited shall
take effect as a contribution of such Founder Shares to the Company’s capital as a matter of Delaware law. The forfeiture will be
adjusted to the extent that the option to purchase additional Units is not exercised in full by the Underwriters so that the number of
Founder Shares will equal an aggregate of 20.0% of the Company’s issued and outstanding Shares after the Public Offering. The Initial
Stockholders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect
a capitalization or stock repurchase or redemption, as applicable, immediately prior to the consummation of the Public Offering in such
amount as to maintain the number of Founder Shares at 20.0% of the Company’s issued and outstanding Shares upon the consummation
of the Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the references
to 3,750,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal
to 15.0% of the number of shares of Class A Common Stock included in the Units issued in the Public Offering, (B) the references to 876,136
and 61,364 in the formula set forth in the first sentence of this paragraph shall be adjusted to, respectively, the total number of Founder
Shares that the Sponsor would have to return to the Company in order for the number of Founder Shares that the Sponsor owns (together
with the Insiders) to equal an aggregate of approximately 18.66% of the Company’s issued and outstanding Shares after the Public
Offering and the total number of Founder Shares that Cowen Investments would have to return to the Company in order for the number of
Founder Shares that Cowen Investments owns to equal an aggregate of approximately 1.34% of the Company’s issued and outstanding
Shares after the Public Offering.
(b) If, in connection with the closing of a Business
Combination, the Sponsor agrees to forfeit any Founder Shares, Private Placement Warrants or Sponsor Loan Warrants (or any shares of Class
A Common Stock underlying the Private Placement Warrants or Sponsor Loan Warrants) to the Company at no cost or subject its Founder Shares,
Sponsor Loan Warrants or Private Placement Warrants (or any shares of Class A Common Stock underlying the Private Placement Warrants or
Sponsor Loan Warrants) to contractual terms or restrictions, convert its Founder Shares into other securities or contractual rights or
otherwise modify the terms of its Founder Shares, Private Placement Warrants or Sponsor Loan Warrants(each a “Sponsor Modification”),
then Cowen Investments agrees to forfeit, subject, convert or modify its Founder Shares, Private Placement Warrants or Sponsor Loan Warrants
(or any shares of Class A Common Stock underlying the Private Placement Warrants or Sponsor Loan Warrants) on a pro rata basis and on
the same terms as the Sponsor, and hereby grants to the Company and any representative designated by the Company without further action
by Cowen Investments a limited irrevocable power of attorney to effect such forfeiture or Sponsor Modification on behalf of Cowen Investments,
which power of attorney shall be deemed to be coupled with an interest.
6. The Sponsor, Cowen Investments and each Insider
hereby agree and acknowledge that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such
Sponsor, Cowen Investments or Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a) and 7(b) of this Letter Agreement
(ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to seek injunctive
relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.
7. (a) The Sponsor, Cowen Investments and each
Insider agree that it, he or she shall not Transfer (as defined below) any Founder Shares (or shares of Class A Common Stock issuable
upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination and
(B) subsequent to the Business Combination, (x) the date on which the Company completes a liquidation, merger, stock exchange, reorganization
or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of Class A Common
Stock for cash, securities or other property or (y) if the last reported sale price of the Class A 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 (the “Founder
Shares Lock-Up Period”).
(b) The Sponsor, Cowen Investments and each Insider
agree that it, he or she shall not Transfer any Private Placement Warrants or Sponsor Loan Warrants, or any shares of Class A Common Stock
issued or issuable upon the conversion or exercise of the Private Placement Warrants or Sponsor Loan Warrants, until 30 days after the
completion of a Business Combination.
(c) Notwithstanding the provisions set forth in
paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants, Sponsor Loan Warrants and shares of Class A Common
Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or Sponsor Loan Warrants or the Founder Shares
and that are held by the Sponsor, Cowen Investments or any Insider or any of their permitted transferees (that have complied with this
paragraph 7(c)), are permitted (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s
officers or directors, any members of the Holders, or any affiliates of the Holders, (b) in the case of an individual, by gift to a member
of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family
or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution
upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales
or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price
at which the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the Company’s completion
of an initial Business Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company
agreement, as amended, upon dissolution of the Sponsor; or (h) in the event of the Company’s completion of a liquidation, merger,
stock exchange, reorganization or other similar transaction which results in all of the Public Stockholders having the right to exchange
their Class A Common Stock for cash, securities or other property subsequent to the Company’s completion of an initial Business
Combination; provided, however, that in the case of clauses (a) through (e), these permitted transferees must enter into
a written agreement with the Company agreeing to be bound by the transfer restrictions and other applicable restrictions in this Letter
Agreement.
8. The Sponsor, Cowen Investments and each Insider
represent and warrant that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange
or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical
information furnished to the Company, if any (including any such information included in the Prospectus), is true and accurate in all
respects and does not omit any material information with respect to such Insider’s background. The Sponsor, Cowen Investments and
each Insider’s questionnaire furnished to the Company, if any, is true and accurate in all respects. The Sponsor, Cowen Investments
and each Insider represent and warrant that: it 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 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 is not currently a defendant in any such criminal
proceeding.
9. Except as disclosed in, or as expressly contemplated
by, the Prospectus, neither the Sponsor, Cowen Investments nor any Insider nor any affiliate of the Sponsor, Cowen Investments or any
Insider, nor any director or officer of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting
fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order
to effectuate the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is).
10. The Sponsor, Cowen Investments and each Insider
have full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or
non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as
an officer and/or a director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer
and/or a director of the Company.
11. As used herein, (i) “Business Combination”
shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving
the Company and one or more businesses; (ii) “Shares” shall mean, collectively, the Class A Common Stock,
the Founder Shares and Class A Common Stock underlying the Private Placement Warrants and Sponsor Loan Warrants; (iii) “Founder
Shares” shall mean the 7,187,500 shares of Class B common stock, par value $0.0001 per share, issued and outstanding
immediately prior to the consummation of the Public Offering (up to 937,500 shares of which are subject to complete or partial forfeiture
by the Holders to the extent the over-allotment option is not exercised by the Underwriters); (iv) “Initial Stockholders”
shall mean the Sponsor, Cowen Investments and any Insider that holds Founder Shares; (v) “Private Placement Warrants”
shall mean the 7,500,000 warrants of the Company (or 8,250,000 warrants if the over-allotment option is exercised in full) that the Holders
have agreed to purchase for an aggregate purchase price of $7,500,000 in the aggregate (or $8,250,000 if the over-allotment option is
exercised in full), or $1.00 per warrant, in a private placement that shall occur substantially concurrently with the consummation of
the Public Offering; (vii) “Public Stockholders” shall mean the holders of securities issued in the Public
Offering; (viii) “Sponsor Loan Warrants” shall mean the warrants that may be issued to the Sponsor and
Cowen Investments upon conversion of the sponsor loan (as such term is defined in the Prospectus) or to the Sponsor or any of its affiliates
or designees upon conversion of any extension loan the Sponsor or its affiliates or designees may make to the Company if the Company extends
the period of time it has to complete a Business Combination, as described in the Prospectus; (ix) “Trust Account”
shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (x) “Transfer”
shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option
to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent
position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, 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) herein.
12. This Letter Agreement constitutes the entire
agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements,
or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof
or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct
a typographical error) as to any particular provision, except by a written instrument executed by (1) each Insider and each Holder that
is the subject of any such change, amendment modification or waiver and (2) the Company.
13. 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, Cowen Investments and each Insider and their respective
successors, heirs and assigns and permitted transferees.
14. 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; provided, however, that the Underwriters shall benefit
from the provisions set forth in paragraph 3, which such paragraphs shall not be amended or modified without the written consent of the
Representatives.
15. 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. Counterparts may be delivered via facsimile, electronic mail
(including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic
Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes
16. This Letter Agreement shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter
Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties
hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable.
17. This Letter Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of New York. The parties hereto (i) all agree that any action, proceeding,
claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York
City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive
and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.
18. Any notice, consent or request to be given
in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery or facsimile or other electronic transmission.
19. Each party hereto shall not be liable for any
breaches or misrepresentations contained in this Letter Agreement by any other party to this Letter Agreement, and no party shall be liable
or responsible for the obligations of another party, including, without limitation, indemnification obligations and notice obligations.
20. This Letter Agreement shall
terminate on the earlier of (i) the expiration of the Founder Shares Lock-Up Period and (ii) the liquidation of the Company; provided,
however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed
by [●], 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.
[Signature page follows]
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Sincerely,
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Concord Sponsor Group III LLC
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By:
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Name:
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Title:
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Authorized Signatory
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CA2 Co-Investment LLC
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By:
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Name:
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Title:
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Authorized Signatory
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Jeff Tuder
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Michele Cito
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Bob Diamond
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Peter Ort
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Thomas King
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Larry Leibowitz
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Henry Helgeson
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Acknowledged and Agreed:
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Concord Acquisition Corp III
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By:
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Name:
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Title:
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Exhibit
10.3
INVESTMENT MANAGEMENT
TRUST AGREEMENT
This Investment Management Trust Agreement (this
“Agreement”) is made effective as of [●], 2021, by and between Concord Acquisition Corp III, a Delaware
corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose
trust company (the “Trustee”).
WHEREAS, the Company’s registration statement
on Form S-1, File No. 333-254789 (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 Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half
of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock (such initial public
offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof (the
“Effective Date”) by the U.S. Securities and Exchange Commission (capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Registration Statement);
WHEREAS, the Company has entered into an Underwriting
Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Cowen and Company, LLC, as representative
(the “Representatives”) of the several underwriters (the “Underwriters”) named therein;
WHEREAS, as described in the Prospectus, and in
accordance with the Company’s amended and restated certificate of incorporation, as the same may be amended from time to time (the
“Charter”), $255,000,000 of the proceeds of the Offering, the Sponsor Loan (as defined in the Underwriting Agreement)
and the sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $293,250,000, if the Underwriters’
over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located
at all times in the United States (the “Trust Account”) for the benefit of the Company and the holders of the
Common Stock included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any
interest subsequently earned thereon) is referred to herein as the “Property,” the stockholders for whose benefit
the Trustee shall hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders
and the Company will be referred to together as the “Beneficiaries”);
WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $8,750,000, or $10,062,500 if the Underwriters’ over-allotment option is exercised in full, is
attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters upon and substantially
concurrently with the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and
WHEREAS, the Company and the Trustee desire to
enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.
NOW THEREFORE, IT IS AGREED:
1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:
(a)
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee in the United States at Morgan Stanley, (or at another U.S.-chartered commercial bank with consolidated assets of $100
billion or more) in the United States, maintained by the Trustee and at a brokerage institution selected by the Trustee that is reasonably
satisfactory to the Company;
(b)
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;
(c)
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days
or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
as determined by the Company; the trustee may not invest in any other securities or assets, it being understood that the Trust Account
will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn
bank credits or other consideration during such periods;
(d)
Collect and receive, when due, all principal, interest or other income arising from the Property, which shall become part of the
“Property,” as such term is used herein;
(e)
Promptly notify the Company and the Representatives of all communications received by the Trustee with respect to any Property
requiring action by the Company;
(f)
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with
the Company’s preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation
or completion of the audit of the Company’s financial statements by the Company’s auditors;
(g)
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when
instructed by the Company to do so;
(h)
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts
and disbursements of the Trust Account;
(i)
Commence liquidation of the Trust Account only after and promptly 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 the Chief Executive Officer, Chief Financial Officer,
President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”)
or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representatives, and complete
the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released
to pay the Company’s taxes (which interest shall be net of taxes payable, and less up to $100,000 of interest that may be released
to the Company to pay dissolution expenses), only as directed in the Termination Letter and 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 (or up to 24 months after the closing of the
Offering if the Company extends the period of time to consummate the initial business combination, as described in the Prospectus) and
(2) such later date as may be approved by the Company’s stockholders in accordance with the Charter if a Termination Letter has
not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures
set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released
to pay the Company’s taxes (which interest shall be net of taxes payable, and less up to $100,000 of interest that may be
released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided,
however, that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes
payable;
(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, including any franchise tax obligations, 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 in the case of any tax obligations the Company shall forward such payment to the relevant taxing
authority, as applicable; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation
and/or to fund the Company’s working capital requirements, the Trustee shall liquidate such assets held in the Trust Account as
shall be designated by the Company in writing to make such distribution, so long as there is no reduction in the principal amount per
share initially deposited in the Trust Account; provided, further, 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
and a written statement from the principal financial officer of the Company setting forth the actual amount payable (it being acknowledged
and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The
written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and
the Trustee shall have no responsibility to look beyond said request;
(k)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, the Trustee shall distribute to the remitting brokers on behalf of Public Stockholders redeeming shares of Common Stock
the amount required to pay for redeemed shares of Common Stock from Public Stockholders in connection with a stockholder vote to approve
an amendment to the Charter (i) 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 shares of Common Stock included in the Units sold in the Offering if the Company does
not complete a Business Combination within the time period set forth in the Company’s Charter or (ii) with respect to any other
provision 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 Sections 1(i), 1(j) or 1(k) above.
2. Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:
(a)
Give all instructions to the Trustee hereunder in writing, signed by the Company’s 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) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying
on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of
the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;
(b)
Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in
connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim
or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any
interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of
such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct
and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect
to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim
without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in
such action with its own counsel;
(c)
Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction
processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless the disbursements are made to the Company pursuant to Section 1(i) solely in connection with
the completion of a Business Combination (defined below). The Company shall pay the Trustee the initial acceptance fee and the first annual
administration fee at the consummation of the Offering and thereafter on the anniversary of the Effective Date. The Trustee shall refund
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 (the “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting
(which inspector of elections may be the Trustee) verifying the vote of such stockholders regarding such Business Combination;
(e)
Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee
with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;
(f)
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
(g)
Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the
form of Exhibit A that the Deferred Discount be paid directly to the account or accounts directed by the Representatives on behalf of
the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; and
(h)
Within four (4) business days after the Representatives exercise the over-allotment option (or any unexercised portion thereof)
or such over-allotment expires, provide the Trustee with a notice in writing (with copies to the Underwriters) of the total amount of
the Deferred Discount, which shall in no event be less than $8,750,000, or $10,062,500 if the Underwriters’ overallotment option
is exercised in full.
3.
Limitations of Liability. The Trustee shall have no responsibility or liability to:
(a)
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this
Agreement and that which is expressly set forth herein;
(b)
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;
(c)
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;
(d)
Refund any depreciation in principal of any Property;
(e)
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;
(f)
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper
or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed
or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed
by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;
(g)
Verify the accuracy of the information contained in the Registration Statement;
(h)
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as
contemplated by the Registration Statement;
(i)
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic
written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the
Property;
(j)
Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and
activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but
not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or
(k)
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
1(j) or 1(k) hereof.
4. Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside
the Trust Account and not against the Property or any monies in the Trust Account.
5. Termination.
This Agreement shall terminate as follows:
(a)
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the
terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited
to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided,
however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation
notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from
any liability whatsoever;
(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 (which section may not be amended under any circumstances) and distributed the Property in accordance with
the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b) and Section 4;
or
(c)
If the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received
by the Trustee from the Company, CA2 Co-Investment LLC or Concord Sponsor Group III LLC, as applicable, shall be returned promptly following
the receipt by the Trustee of written instructions from the Company.
6. Miscellaneous.
(a)
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth 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.
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 (i) 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 (or any
successor rule), who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common stock,
par value $0.0001 per share, of the Company voting together as a single class, have voted in favor of such change, amendment or modification,
or (ii) the Company’s stockholders of record as of the record date who hold sixty-five percent (65%) or more of all then outstanding
shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as a single class, have
delivered to the Trustee a signed writing approving such change, amendment or modification. No such amendment will affect any Public Stockholder
who has otherwise indicated his, her or its election to redeem his, her or its shares of Common Stock in connection with a stockholder
vote sought to amend this Agreement, including a corresponding change to the Charter. 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:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attn: Francis Wolf and Celeste Gonzalez
Email: fwolf@continentalstock.com
Email: cgonzalez@continentalstock.com
if to the Company, to:
Concord Acquisition Corp III
477 Madison Avenue
New York, NY 10022
Attn: Jeff Tuder
Email: jeff@tremsoncapital.com
in each case, with copies
to:
Greenberg Traurig, LLP
1750 Tysons Boulevard, Suite 1000
McLean, VA 22102
Attn: Alan I. Annex, Esq. and Jason T. Simon, Esq.
Email: annexa@gtlaw.com and simonj@gtlaw.com
and:
DLA Piper LLP (US)
1251 Avenue of the Americas
New York, NY 10020
Attn: Michael D. Maline, Esq. and Stephen P. Alicanti, Esq.
Email: michael.maline@dlapiper.com and stephen.alicanti@dlapiper.com
(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 Representatives on behalf of the Underwriters is a
third party beneficiary of this Agreement.
(k)
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other
person or entity.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have duly
executed this Investment Management Trust Agreement as of the date first written above.
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CONTINENTAL STOCK TRANSFER &
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TRUST COMPANY, as Trustee
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By:
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Name:
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Title:
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CONCORD Acquisition Corp III
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By:
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Name:
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Title:
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[Signature Page to Investment Management Trust Agreement]
SCHEDULE A
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Fee Item
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Time and method of payment
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Amount
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Initial set-up fee
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Initial closing of Offering by wire transfer
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$
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3,500.00
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Trustee administration fee
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First year, initial closing of Offering by wire transfer, thereafter on the anniversary of the effective date of the Offering by wire transfer or check
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$
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10,000.00
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Transaction processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)
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Billed to Company following disbursement made to Company under Sections 1(i), 1(j) and 1(k)
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$
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250.00
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Paying Agent services as required pursuant to Sections 1(i) and 1(k)
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Billed to Company upon delivery of service pursuant to Sections 1(i) and 1(k)
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Prevailing rates
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EXHIBIT A
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste Gonzalez
Re: Trust Account - Termination Letter
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Concord Acquisition Corp III (the “Company”) and Continental Stock Transfer
& Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with [__________] (the “Target Business”)
to consummate a business combination with the Target Business (the “Business Combination”) on or about [insert
date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date
of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined
herein shall have the meanings set forth in the Trust Agreement.
In accordance with the terms of the Trust Agreement,
we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds to a segregated account
held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Account will
be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as
directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed
that while the funds are on deposit in the trust operating account at Morgan Stanley awaiting distribution, neither the Company nor the
Representatives will earn any interest or dividends.
On the Consummation Date (i) counsel for the Company
shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently
with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company
shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved
by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representatives
with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account
(the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account
immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter.
In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will
notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account
and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for
reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.
In the event that the Business Combination is not
consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation
Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust
Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation
Date as set forth in such notice as soon thereafter as possible.
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Very truly yours,
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Concord Acquisition Corp III
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By:
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Name:
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Title:
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Acknowledged and Agreed:
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Cowen and Company, LLC
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By:
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Name:
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Title:
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EXHIBIT B
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste Gonzalez
Re: Trust Account - Termination Letter
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Concord Acquisition Corp III (the “Company”) and Continental Stock Transfer
& Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”),
this is to advise you that the Company did not effect a business combination with a Target Business (the “Business Combination”)
within the time frame specified in the Company’s Charter, as described in the Company’s Prospectus relating to the Offering.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In accordance with the terms of the Trust Agreement,
we hereby authorize you to liquidate all of the assets in the Trust Account and transfer the total proceeds into a segregated account
held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected _________, 20__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 Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Company’s Charter. 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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Concord Acquisition Corp III
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By:
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Name:
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Title:
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cc:
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Cowen and Company, LLC
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Citigroup Global Markets Inc.
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1 18 months from the closing of the Offering or at a later date, if extended.
EXHIBIT C
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste Gonzalez
Re: Trust Account - Withdrawal Instruction
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(j) of the Investment
Management Trust Agreement between Concord Acquisition Corp III (the “Company”) and Continental Stock Transfer
& Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on the Property as of the date hereof.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
The Company needs such funds to pay for the tax
obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating
account at:
[WIRE INSTRUCTION
INFORMATION]
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Very truly yours,
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Concord Acquisition Corp III
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By:
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Name:
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Title:
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cc:
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Cowen and Company, LLC
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Citigroup Global Markets Inc.
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EXHIBIT D
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste Gonzalez
Re: Trust Account - Stockholder Redemption Withdrawal
Instruction
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(k) of the Investment
Management Trust Agreement between Concord Acquisition Corp III (the “Company”) and Continental Stock Transfer
& Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest
income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution
to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.
The Company needs such funds to pay its Public
Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote
to approve an amendment to the Company’s Charter to (i) 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 shares of Common Stock included in the Units sold in the
Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s Charter or (ii)
with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity. As such, you
are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter.
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Very truly yours,
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Concord Acquisition Corp III
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By:
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Name:
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Title:
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cc:
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Cowen and Company, LLC
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Citigroup Global Markets Inc.
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Exhibit 10.4
REGISTRATION RIGHTS
AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of [●], 2021, is made and entered into by and among Concord Acquisition Corp III, a Delaware corporation (the “Company”),
Concord Sponsor Group III LLC, a Delaware limited liability company (the “Sponsor”), CA2 Co-Investment LLC,
a Delaware limited liability company (“Cowen Investments” and together with the Sponsor, the “Founders”)
and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Founders, members of
the Founders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement,
a “Holder” and collectively, the “Holders”).
RECITALS
WHEREAS, the Holders own 7,187,500 shares
of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”);
WHEREAS, up to an aggregate of 937,500 Founder
Shares are subject to forfeiture by the Founders if the over-allotment option in connection with the Company’s initial public offering
is not exercised in full;
WHEREAS, the Founder Shares are convertible
into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”),
at the time of the initial Business Combination (as defined below) on a one-for-one basis, subject to adjustment, on the terms and conditions
provided in the Company’s amended and restated certificate of incorporation, as may be amended from time to time;
WHEREAS, pursuant to separate agreements
with the Company, the Sponsor and Cowen Investments agreed to purchase an aggregate of 7,500,000 redeemable warrants (or up to 8,250,000
redeemable warrants if the over-allotment option in connection with the Company’s initial public offering is exercised in full)
(the “Private Placement Warrants”), in a private placement transaction occurring simultaneously with the closing
of the Company’s initial public offering, each Private Placement Warrant entitling the holder to purchase one share of Common Stock
at an exercise price of $11.50 per share;
WHEREAS, in order to fund a portion of the
trust account established by the Company in connection with the Company’s initial public offering, the Sponsor and Cowen Investments
have agreed to loan to the Company an aggregate of $5,000,000 (or up to $5,750,000 if the over-allotment option in connection with the
Company’s initial public offering is exercised in full), all or a portion of which loans may be convertible into redeemable warrants
(“Sponsor Loan Warrants”) at a price of $1.00 per warrant;
WHEREAS, the Sponsor or its affiliates or
designees may loan the Company up to $5,750,000 in connection with one or more extensions of the period of time for the Company to complete
its initial Business Combination (as defined herein), all or a portion of which loans may be convertible into redeemable warrants (“Extension
Loan Warrants”) at a price of $1.00 per warrant;
WHEREAS, in order to finance the Company’s
transaction costs in connection with an initial Business Combination, the Founders or certain of the Company’s officers and directors
may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into redeemable warrants
(“Working Capital Warrants”) at a price of $1.00 per warrant; and
WHEREAS, the Company and the Holders desire
to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain
securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration
of the mutual representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1
Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings
set forth below:
“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer or any principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be
made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus
and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required
to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for
not making such information public.
“Agreement” shall have
the meaning given in the Preamble.
“Board” shall mean the
Board of Directors of the Company.
“Business Combination”
shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination
with one or more businesses, involving the Company.
“Commission” shall mean
the U.S. Securities and Exchange Commission.
“Common Stock” shall
have the meaning given in the Recitals hereto.
“Company” shall have
the meaning given in the Preamble.
“Cowen Investments” shall
have the meaning given in the Preamble.
“Demand Registration”
shall have the meaning given in subsection 2.1.1.
“Demanding Holders” shall
have the meaning given in subsection 2.1.1.
“Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended.
“Extension Loan Warrants”
shall have the meaning given in the Recitals hereto.
“Form S-1” shall have
the meaning given in subsection 2.1.1.
“Form S-3” shall have
the meaning given in Section 2.3.
“Founder Shares” shall
have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.
“Founder Shares Lock-Up Period”
shall mean, with respect to the Founder Shares, the period ending on the earlier of (a) one year after the completion of the Company’s
initial Business Combination and (b) subsequent to the completion of 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 capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s
initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar
transaction after the Company’s initial Business Combination 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.
“Founders” shall have
the meaning given in the Preamble.
“Holders” shall have
the meaning given in the Preamble.
“Insider Letter” shall
mean that certain letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and each of the Company’s
officers and directors.
“Maximum Number of Securities”
shall have the meaning given in subsection 2.1.4.
“Misstatement” shall
mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which
they were made not misleading.
“Permitted Transferees”
shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior
to the expiration of the Founder Shares Lock-Up Period or Private Placement Lock-Up Period, as the case may be, under the Insider Letter
and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.
“Piggyback Registration”
shall have the meaning given in subsection 2.2.1.
“Private Placement Lock-Up Period”
shall mean, with respect to Private Placement Warrants, Sponsor Loan Warrants and Extension Loan Warrants, and any of the shares of Common
Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants, Sponsor Loan Warrants and Extension Loan Warrants
and that are held by the initial purchasers of the Private Placement Warrants, Sponsor Loan Warrants and Extension Loan Warrants, as applicable,
or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.
“Private Placement Warrants”
shall have the meaning given in the Recitals hereto.
“Pro Rata” shall have
the meaning given in subsection 2.1.4.
“Prospectus” shall mean
the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and
all post-effective amendments and including all material incorporated by reference in such prospectus.
“Registrable Security”
shall mean (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the Private Placement Warrants,
Sponsor Loan Warrants and Extension Loan Warrants and any shares of the Common Stock issued or issuable upon the exercise of any Private
Placement Warrant, Sponsor Loan Warrant or Extension Loan Warrant, (c) any outstanding shares of Common Stock or any other equity security
(including the shares of Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder
as of the date of this Agreement, (d) any equity securities (including the shares of Common Stock issued or issuable upon the exercise
of any such equity security) of the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000 (including
the Working Capital Warrants and any shares of Common Stock issued or issuable upon the exercise of such Working Capital Warrants), and
(e) any other equity security of the Company issued or issuable with respect to any such shares of Common Stock by way of a stock dividend
or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided,
however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a
Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities
shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall
have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been
delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act;
(C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated
under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or
limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other
public securities transaction.
“Registration” shall
mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.
“Registration Expenses”
shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:
(A) all registration and filing fees (including
fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on
which the Common Stock is then listed;
(B) fees and expenses of compliance with securities
or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications
of Registrable Securities);
(C) printing, messenger, telephone and delivery
expenses;
(D) reasonable fees and disbursements of counsel
for the Company;
(E) reasonable fees and disbursements of all independent
registered public accountants of the Company incurred specifically in connection with such Registration; and
(F) reasonable fees and expenses of one (1) legal
counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and
sale in the applicable Registration.
“Registration Statement”
shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the
Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration
statement, and all exhibits to and all material incorporated by reference in such registration statement.
“Requesting Holder” shall
have the meaning given in subsection 2.1.1.
“Securities Act” shall
mean the Securities Act of 1933, as amended.
“Shelf” shall have the
meaning given in Section 2.3.
“Sponsor” shall have
the meaning given in the Preamble.
“Sponsor Loan Warrants”
shall have the meaning given in the Recitals hereto.
“Underwriter” shall mean
a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s
market-making activities.
“Underwritten Registration”
or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter
in a firm commitment underwriting for distribution to the public.
“Working Capital Warrants”
shall have the meaning given in the Recitals hereto.
ARTICLE II
REGISTRATIONS
2.1 Demand
Registration.
2.1.1
Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any
time and from time to time on or after the date the Company consummates the initial Business Combination (i) Cowen Investments or (ii)
the Holders of at least thirty percent (30%) in interest of the then outstanding number of Registrable Securities (excluding Registrable
Securities held by Cowen Investments and its Permitted Transferees) (Cowen Investments or such Holders, as the case may be, the “Demanding
Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities,
which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s)
of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days
of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand,
and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities
in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable
Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five
(5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification
from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included
in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, the Registration
of all Registrable Securities requested by the Demanding Holder(s) and Requesting Holder(s) pursuant to such Demand Registration, including
by filing a Registration Statement relating thereto as soon as practicable, but not more than forty five (45) days immediately after
the Company’s receipt of the Demand Registration. Under no circumstances shall the Company be obligated to effect more than an
aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or
all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated
by Cowen Investments, which shall be governed by Section 3.6 and (ii) a Registration shall not be counted for such purposes unless
a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”)
has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting
Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.
2.1.2
Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this
Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement
filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission
and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further,
that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant
to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or
any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared
effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated and (ii) a majority-in-interest
of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly
notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that the
Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously
filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.
2.1.3
Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if
a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable
Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder
or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s
participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering
to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering
under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected
for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.
2.1.4
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant
to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that
the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell,
taken together with all other Common Stock or other equity securities that the Company desires to sell and the Common Stock, if any,
as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other
stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten
Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success
of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of
Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities
of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that
each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number
of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration
(such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number
of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i),
the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number
of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(i) and (ii), the Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a
Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum
Number of Securities.
2.1.5
Demand Registration Withdrawal. Cowen Investments (in the case of a Registration under subsection 2.1.1 demanded
by Cowen Investments), a majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of
the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration
pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or
Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement
filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration (or in
the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at least two (2) business days prior to the time
of pricing of the applicable offering). Notwithstanding anything to the contrary in this Agreement, (i) the Company may effect any
Underwritten Registration pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such
offering and (ii) the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant
to a Demand Registration prior to its withdrawal under this subsection 2.1.5; provided that if the Company pays such expenses
related to a Demand Registration initiated by Cowen Investments, such registration shall count as a Demand Registration for purposes
of Section 3.6.
2.2 Piggyback
Registration.
2.2.1
Piggyback Rights. If, at any time on or after the date the Company consummates the initial Business Combination, the Company
proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or
other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders
of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1
hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for
an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is
convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice
of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before
the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to
be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters,
if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of
such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice
(such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities
to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed
Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to
be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration
and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution
thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1
shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the
Company.
2.2.2
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is
to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback
Registration in writing that the dollar amount or number of the shares of Common Stock that the Company desires to sell, taken together
with (i) the 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, (ii) the Registrable Securities as to which registration
has been requested pursuant to Section 2.2 hereof, and (iii) the Common Stock, if any, as to which Registration has been
requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum
Number of Securities, then:
(a) If the Registration is undertaken for the Company’s
account, the Company shall include in any such Registration (A) first, the Common Stock or other equity securities that the Company desires
to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable
Securities pursuant to subsection 2.2.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities;
and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common
Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders
of the Company, which can be sold without exceeding the Maximum Number of Securities;
(b) If the Registration is pursuant to a request
by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first,
the Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities,
which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable
Securities pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C)
third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock
or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and
(D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the
Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant
to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of
Securities.
2.2.3
Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback
Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of
his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed
with the Commission with respect to such Piggyback Registration (or in the case of an Underwritten Registration pursuant to Rule 415
under the Securities Act, at least two business days prior to the time of pricing of the applicable offering). The Company (whether on
its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations)
may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the
effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible
for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.
2.2.4
Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2
hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.
2.3 Shelf
Registrations. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company,
pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of
any or all of their Registrable Securities on Form S-3 or any similar short form registration statement that may be available at such
time (“Form S-3”), or if the Company is ineligible to use Form S-3, on Form S-1; a registration statement
filed pursuant to this Section 2.3 (a “Shelf”) shall provide for the resale of the Registrable
Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder. Within
three (3) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration
on a Shelf, the Company shall promptly give written notice of the proposed Registration to all other Holders of Registrable Securities,
and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities
in such Registration shall so notify the Company, in writing, within three (3) business days after the receipt by the Holder of the notice
from the Company. As soon as practicable thereafter, but not more than ten (10) days after the Company’s initial receipt of such
written request for a Registration on a Shelf, the Company shall register all or such portion of such Holder’s Registrable Securities
as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders
joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company
shall not be obligated to effect any such Registration pursuant to this Section 2.3 if the Holders of Registrable Securities,
together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the
Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $5,000,000. The
Company shall maintain each Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments,
including post-effective amendments, and supplements as may be necessary to keep such Shelf continuously effective, available for use
and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included
on such Shelf. In the event the Company files a Shelf on Form S-1, the Company shall use its commercially reasonable efforts to
convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3.
2.4
Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s
good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of,
a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand
Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause
the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company
and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment
of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential
to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate
signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company
for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration
Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided,
however, that the Company shall not defer its obligation in this manner more than once in any 12-month period. Notwithstanding anything
to the contrary contained in this Agreement, no Registration shall be effected or permitted and no Registration Statement shall become
effective, with respect to any Registrable Securities held by any Holder, until after the expiration of the Founder Shares Lock-Up Period
or the Private Placement Lock-Up Period, as the case may be.
ARTICLE III
COMPANY PROCEDURES
3.1
General Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required
to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the
sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall,
as expeditiously as possible:
3.1.1
prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities
and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable
Securities covered by such Registration Statement have been sold;
3.1.2
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by the majority-in-interest of the Holders or any Underwriter of Registrable Securities
or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities
Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such
Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement
to the Prospectus;
3.1.3
prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all
exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each
preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration
or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such
Holders;
3.1.4
prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States
as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may
request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered
with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and
do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it
is not then otherwise so subject;
3.1.5
cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Company are then listed;
3.1.6
provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of such Registration Statement;
3.1.7
advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any
proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal
if such stop order should be issued;
3.1.8
at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish
a copy thereof to each seller of such Registrable Securities or its counsel;
3.1.9
notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the
Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in
effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;
3.1.10
permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter
to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or
accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into
a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such
information;
3.1.11
obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an
Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters
as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;
3.1.12
on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date,
of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent,
if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is
being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such
opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;
3.1.13
in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing Underwriter of such offering;
3.1.14
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least
twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration
Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor
rule promulgated thereafter by the Commission);
3.1.15
if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use
its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any Underwritten Offering; and
3.1.16
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders,
in connection with such Registration.
3.2 Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the
Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions
and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
3.3 Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the
Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities
on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires,
powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required
under the terms of such underwriting arrangements.
3.4 Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received
copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to
prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised
in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration
Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion
in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control,
the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend
use of, such Registration Statement for the shortest period of time, but in no event more than ninety (90) days in any 12-month period,
determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding
sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating
to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders
of the expiration of any period during which it exercised its rights under this Section 3.4.
3.5
Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall
be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the
applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of
the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants
that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such
Holder to sell shares of the Common Stock held by such Holder without registration under the Securities Act within the limitation of
the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission),
including providing any legal opinions, to the extent such exemption is available to Holders at such time. Upon the request of any Holder,
the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such
requirements.
3.6
Limitations on Registration Rights. Notwithstanding anything herein to the contrary, (i) Cowen Investments may not exercise
its rights under Sections 2.1 and 2.2 hereunder after five (5) and seven (7) years, respectively, from the effective date
of the Company’s registration statement on Form S-1, and (ii) Cowen Investments may not exercise its rights under Section 2.1
more than one time.
ARTICLE IV
INDEMNIFICATION AND CONTRIBUTION
4.1
Indemnification.
4.1.1
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors
and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and
expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of
a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are
caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall
indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities
Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.
4.1.2
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each
person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses
(including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the
Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided,
however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities,
and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by
such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall
indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities
Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.
4.1.3
Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to
indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified
party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such
claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party.
If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party
without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not
to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified
by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest
may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall,
without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled
in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement)
or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.
4.1.4
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made
by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the
transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions
as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s
indemnification is unavailable for any reason.
4.1.5
If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the
indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party
as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault
of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the
indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates
to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s
relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however,
that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by
such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities
referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and
4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation
or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5
were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations
referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty
of such fraudulent misrepresentation.
ARTICLE V
MISCELLANEOUS
5.1
Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United
States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery
in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy,
telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be
deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on
which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile,
at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery
is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company,
to: 477 Madison Avenue, New York, NY 10022, Attention: Jeff Tuder, with copy to: Greenberg Traurig, LLP, 1750 Tysons Boulevard, Suite
1000, McLean, VA 22102, Attention: Jason T. Simon, Esq., and, if to any Holder, at such Holder’s address or facsimile number as
set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by
written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such
notice as provided in this Section 5.1.
5.2
Assignment; No Third Party Beneficiaries.
5.2.1
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company
in whole or in part.
5.2.2
Prior to the expiration of the Founder Shares Lock-Up Period or the Private Placement Lock-Up Period, as the case may be, no Holder
may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection
with a transfer of Registrable Securities by such Holder to a Permitted Transferee, but only if such Permitted Transferee agrees to become
bound by the transfer restrictions set forth in this Agreement and other applicable agreements.
5.2.3
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Holders, which shall include Permitted Transferees.
5.2.4
This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set
forth in this Agreement and Section 5.2 hereof.
5.2.5
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1
hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and
provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment
made other than as provided in this Section 5.2 shall be null and void.
5.3
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.
5.4
Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of
which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.
5.5
Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments
delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede
all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether
oral or written.
5.6
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE
PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED
TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW
PROVISIONS OF SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL
COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.
5.7
Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action,
suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this
Agreement, the transactions contemplated hereby, or the actions of the Sponsor in the negotiation, administration, performance or enforcement
hereof.
5.8
Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest
of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this
Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding
the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder
of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall
require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any
failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a
waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement
by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.
5.9
Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the
construction of any provision of this Agreement.
5.10
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 Holders may proceed to protect and enforce its rights by suit in equity or action at law, whether
for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of
the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such
actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually
exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred
by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.
5.11
Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities,
has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company
in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further,
the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar
terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement
shall prevail.
5.12
Term. This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable
Securities. The provisions of Section 3.5 and Article IV shall survive any termination.
5.13
Holder Information. Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable
Securities held by such Holder in order for the Company to make determinations hereunder.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the undersigned have
caused this Agreement to be executed as of the date first written above.
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COMPANY:
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CONCORD ACQUISITION CORP III,
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a Delaware corporation
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By:
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Name:
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Title:
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HOLDERS:
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CONCORD SPONSOR GROUP III LLC,
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a Delaware limited liability company
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By:
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Name:
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Title:
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CA2 CO-INVESTMENT LLC,
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a Delaware limited liability company
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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 10.6
PRIVATE PLACEMENT
WARRANTS Subscription AGREEMENT
THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT
(as it may from time to time be amended, this “Agreement”), dated as of [●], 2021, is entered into by and among
Concord Acquisition Corp III, a Delaware corporation (the “Company”), and Concord Sponsor Group III LLC, a Delaware
limited liability company (the “Purchaser”).
WHEREAS, the Company intends to consummate an initial
public offering of the Company’s units (the “Public Offering”), each unit consisting of one share of Class A
common stock of the Company, par value $0.0001 per share (each, a “Share”), and one-half of one redeemable warrant,
each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, as set forth in the Company’s
Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission, File Number 333-254789 (the “Registration
Statement”), under the Securities Act of 1933, as amended (the “Securities Act”).
WHEREAS, the Purchaser has agreed to purchase,
at a price of $1.00 per warrant, an aggregate of 6,590,909 warrants (and up to 7,250,000 warrants if the underwriters in the Public Offering
exercise their over-allotment option in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling
the holder to purchase one Share at an exercise price of $11.50 per Share.
NOW THEREFORE, in consideration of the mutual promises
contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement hereby, intending legally to be bound, agree as follows:
AGREEMENT
Section 1. Authorization, Purchase and Sale;
Terms of the Private Placement Warrants.
A. Authorization of the Private Placement
Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.
B. Purchase and Sale of the Private
Placement Warrants.
(i) On the date of the consummation of
the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing
Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 6,590,909 Private
Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $6,590,909 (the “Purchase
Price”). The Purchaser shall pay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer
of immediately available funds, to accounts designated by the Company, including to the trust account (the “Trust Account”),
at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee,
in accordance with the Company’s wiring instructions. On the IPO Closing Date, subject to receipt of funds pursuant to the immediately
prior sentence, the Company shall effect such delivery in book-entry form.
(ii) On the date of the consummation of
the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually
agreed by the Purchaser and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if
any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser
shall purchase from the Company, up to 659,091 Private Placement Warrants (or, to the extent the over-allotment option is not exercised
in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised)
at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of up to $659,091 (if the over-allotment option is exercised
in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance
with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set
forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On each Over-allotment
Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall effect such delivery in book-entry
form.
C. Terms of the Private Placement
Securities.
(i) The Private Placement Warrants are
substantially identical to the warrants included in the units to be offered in the Public Offering except that (a) the Private Placement
Warrants (including the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be
transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business
Combination”) so long as they are held by the Purchaser or its permitted transferees, (b) the Private Placement Warrants 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 (a) and they are registered pursuant to the Registration Rights Agreement
(as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired and
(c) each Private Placement Warrant shall have the terms set forth for private placement warrants in a Warrant Agreement to be entered
into by the Company and a warrant agent in connection with the Public Offering (the “Warrant Agreement”).
(ii) At the time of, or prior to, the IPO
Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”)
pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants, including
the Shares underlying the Private Placement Warrants.
Section 2. Representations and Warranties of
the Company.
As a material inducement to the Purchaser to enter
into this Agreement and purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations
and warranties shall survive each Closing Date) that:
A. Incorporation and Corporate Power.
The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is
qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse
effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and
authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.
B. Authorization; No Breach.
(i) The execution, delivery and performance
of this Agreement and the Private Placement Warrants and, subject to proper exercise of the Private Placement Warrants and against payment
therefor, the Shares underlying such Private Placement Warrants, have been duly authorized by the Company. This Agreement constitutes
the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to
general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant
to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations
of the Company, enforceable in accordance with their terms as of each Closing Date.
(ii) The execution and delivery by the
Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants and the Shares upon
exercise of the Private Placement Warrants and the fulfillment of and compliance with the respective terms hereof and thereof by the Company,
do not and will not as of each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute
a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s share capital
or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice
or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Company’s certificate
of incorporation and bylaws or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order,
judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities
laws.
C. Title to Securities. Upon
issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon exercise of
the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private
Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance
in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private
Placement Warrants, including the Shares issuable upon exercise of the Private Placement Warrants, free and clear of all liens, claims
and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii)
transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of
the Purchaser.
D. Governmental Consents. Assuming
the accuracy of the representations and warranties made by the Purchaser in this Agreement, no consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required
on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for applicable
requirements of the Securities Act.
Section 3. Representations and Warranties of
the Purchaser.
As a material inducement to the Company to enter
into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to
the Company (which representations and warranties shall survive each Closing Date) that:
A. Organization and Requisite Authority.
The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
B. Authorization; No Breach.
(i) This Agreement constitutes a valid
and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable
principles (whether considered in a proceeding in equity or law).
(ii) The execution and delivery by the
Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser do not and shall not as of each
Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of, (b) constitute a default
under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Purchaser’s equity or assets under,
(d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration
to, or filing with, any court or administrative or governmental body or agency pursuant to the Purchaser’s organizational documents
in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute,
rule or regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or decree to which the Purchaser is
subject, except for any filings required after the date hereof under federal or state securities laws.
C. Investment Representations.
(i) The Purchaser is acquiring the Private
Placement Shares and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”)
for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution
thereof.
(ii) The Purchaser is an “accredited
investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced a disqualifying
event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.
(iii) The Purchaser understands that the
Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United
States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance
with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and
the eligibility of the Purchaser to acquire such Securities.
(iv) The Purchaser did not decide to enter
into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under
the Securities Act.
(v) The Purchaser has been furnished with
all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities
which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers
and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has
sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the
acquisition of the Securities.
(vi) The Purchaser understands that no
United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement
of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed
upon or endorsed the merits of the offering of the Securities.
(vii) The Purchaser understands that: (a)
the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered
for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom;
(b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation
to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption
thereunder; and (c) Rule 144 adopted pursuant to the Securities Act will not be available for resale transactions of Securities prior
to a Business Combination and may not be available for resale transactions of Securities after a Business Combination.
(viii) The Purchaser has such knowledge
and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of
companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities
and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period
of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated
future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of
its investments in the Securities.
(ix) The Purchaser understands that the
Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement and be subject to appropriate
“stop transfer restrictions.”
Section 4. Conditions of the Purchaser’s
Obligations.
The obligations of the Purchaser to purchase and
pay for the Private Placement Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
A. Representations and Warranties.
The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of such Closing Date as
though then made.
B. Performance. The Company shall
have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed
or complied with by it on or before such Closing Date.
C. No Injunction. No litigation,
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by
or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters
contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.
D. Warrant Agreement and Registration
Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, in each case on
terms satisfactory to the Purchaser.
Section 5. Conditions of the Company’s
Obligations.
The obligations of the Company to the Purchaser
under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
A. Representations and Warranties.
The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of such Closing Date as
though then made.
B. Performance. The Purchaser
shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be
performed or complied with by the Purchaser on or before such Closing Date.
C. Corporate Consents. The Company
shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the
Warrant Agreement and the issuance and sale of the Private Placement Warrants.
D. No Injunction. No litigation,
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by
or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters
contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.
E. Warrant Agreement . The Company
shall have entered into the Warrant Agreement.
Section 6. Termination.
This Agreement may be terminated by the Company
or the Purchaser at any time after [●], 2021 upon written notice to the other party hereto if the closing of the Public Offering
does not occur prior to such date.
Section 7. Survival of Representations and Warranties.
All of the representations and warranties contained
herein shall survive each Closing Date.
Section 8. Definitions.
Terms used but not otherwise defined in this Agreement
shall have the meaning assigned to such terms in the Registration Statement.
Section 9. Miscellaneous.
A. Successors and Assigns. Except
as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties
hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding
the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser
to affiliates thereof (including, without limitation one or more of its members).
B. Severability. Whenever possible,
each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent
of such prohibition or invalidity, without invalidating the remainder of this Agreement.
C. Counterparts. This Agreement
may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all
such counterparts taken together shall constitute one and the same agreement. Signatures to this Agreement transmitted via facsimile
or e-mail shall be valid and effective to bind the party so signing.
D. Descriptive Headings; Interpretation.
The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement.
The use of the word “including” in this Agreement shall be by way of example rather than by limitation.
E. Governing Law. This Agreement
shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with
the internal laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the laws of another jurisdiction.
F. Amendments. This Agreement
may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement to be effective as of the date first set forth above.
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COMPANY:
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CONCORD Acquisition Corp III
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PURCHASER:
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CONCORD SPONSOR GROUP III LLC
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[Signature Page to Private Placement Warrants
Subscription Agreement]
Exhibit 10.7
PRIVATE PLACEMENT
WARRANTS Subscription AGREEMENT
THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT
(as it may from time to time be amended, this “Agreement”), dated as of [●], 2021, is entered into by and among
Concord Acquisition Corp III, a Delaware corporation (the “Company”), and CA2 Co-Investment LLC, a Delaware limited
liability company (the “Purchaser”).
WHEREAS, the Company intends to consummate an initial
public offering of the Company’s units (the “Public Offering”), each unit consisting of one share of Class A
common stock of the Company, par value $0.0001 per share (each, a “Share”), and one-half of one redeemable warrant,
each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, as set forth in the Company’s
Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission, File Number 333-254789 (the “Registration
Statement”), under the Securities Act of 1933, as amended (the “Securities Act”).
WHEREAS, the Purchaser has agreed to purchase,
at a price of $1.00 per warrant, an aggregate of 909,091 warrants (and up to 1,000,000 warrants if the underwriters in the Public Offering
exercise their over-allotment option in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling
the holder to purchase one Share at an exercise price of $11.50 per Share.
NOW THEREFORE, in consideration of the mutual promises
contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement hereby, intending legally to be bound, agree as follows:
AGREEMENT
Section 1. Authorization, Purchase and Sale;
Terms of the Private Placement Warrants.
A. Authorization of the Private Placement
Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.
B. Purchase and Sale of the Private
Placement Warrants.
(i) On the date of the consummation of
the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing
Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 909,091 Private
Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $909,091 (the “Purchase
Price”). The Purchaser shall pay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer
of immediately available funds, to accounts designated by the Company, including to the trust account (the “Trust Account”),
at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee,
in accordance with the Company’s wiring instructions. On the IPO Closing Date, subject to receipt of funds pursuant to the immediately
prior sentence, the Company shall effect such delivery in book-entry form.
(ii) On the date of the consummation of
the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually
agreed by the Purchaser and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if
any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser
shall purchase from the Company, up to 90,909 Private Placement Warrants (or, to the extent the over-allotment option is not exercised
in full, a lesser number of Private Placement Warrants in proportion to the portion of the over-allotment option that is then exercised)
at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of up to $90,909 (if the over-allotment option is exercised
in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance
with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set
forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On each Over-allotment
Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall effect such delivery in book-entry
form.
C. Terms of the Private Placement
Securities.
(i) The Private Placement Warrants are
substantially identical to the warrants included in the units to be offered in the Public Offering except that (a) the Private Placement
Warrants (including the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be
transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business
Combination”) so long as they are held by the Purchaser or its permitted transferees, (b) the Private Placement Warrants will
expire on the fifth anniversary of the commencement of sales in the Public Offering, (c) the Private Placement Warrants 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 (a) and they are registered pursuant to the Registration Rights Agreement (as defined below) or
an exemption from registration is available, and the restrictions described above in clause (a) have expired and (d) each Private
Placement Warrant shall have the terms set forth for private placement warrants in a Warrant Agreement to be entered into by the Company
and a warrant agent in connection with the Public Offering (the “Warrant Agreement”).
(ii) The Private Placement Warrants and
their underlying Shares and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority
(“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to a lock-up for a period of
180 days immediately following the date of effectiveness or commencement of sales in the Public Offering, subject to certain limited exceptions
to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2). Additionally, the Private Placement Warrants and their
underlying Shares and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing
180 day period following the commencement of sales in the Public Offering except to any underwriter or selected dealer participating in
the Public Offering and the bona fide officers partners or affiliates of the Purchaser and any such participating underwriter or selected
dealer. Additionally, the Private Placement Warrants and their underlying Shares and the related registration rights will not be the subject
of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any
person for a period of 180 days immediately following the date of effectiveness or commencement of sales in the Public Offering.
(iii) At the time of, or prior to, the
IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”)
pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants, including
the Shares underlying the Private Placement Warrants.
Section 2. Representations and Warranties of
the Company.
As a material inducement to the Purchaser to enter
into this Agreement and purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations
and warranties shall survive each Closing Date) that:
A. Incorporation and Corporate Power.
The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is
qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse
effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and
authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.
B. Authorization; No Breach.
(i) The execution, delivery and performance
of this Agreement and the Private Placement Warrants and, subject to proper exercise of the Private Placement Warrants and against payment
therefor, the Shares underlying such Private Placement Warrants, have been duly authorized by the Company. This Agreement constitutes
the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to
general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant
to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations
of the Company, enforceable in accordance with their terms as of each Closing Date.
(ii) The execution and delivery by the
Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants and the Shares upon
exercise of the Private Placement Warrants and the fulfillment of and compliance with the respective terms hereof and thereof by the Company,
do not and will not as of each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute
a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s share capital
or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice
or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the Company’s certificate
of incorporation and bylaws or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order,
judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities
laws.
C. Title to Securities. Upon
issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon exercise of
the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private
Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance
in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private
Placement Warrants, including the Shares issuable upon exercise of the Private Placement Warrants, free and clear of all liens, claims
and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii)
transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of
the Purchaser.
D. Governmental Consents. Assuming
the accuracy of the representations and warranties made by the Purchaser in this Agreement, no consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required
on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for applicable
requirements of the Securities Act.
Section 3. Representations and Warranties of
the Purchaser.
As a material inducement to the Company to enter
into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to
the Company (which representations and warranties shall survive each Closing Date) that:
A. Organization and Requisite Authority.
The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.
B. Authorization; No Breach.
(i) This Agreement constitutes a valid
and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable
principles (whether considered in a proceeding in equity or law).
(ii) The execution and delivery by the
Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser do not and shall not as of each
Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of, (b) constitute a default
under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Purchaser’s equity or assets under,
(d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration
to, or filing with, any court or administrative or governmental body or agency pursuant to the Purchaser’s organizational documents
in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute,
rule or regulation to which the Purchaser is subject, or any agreement, instrument, order, judgment or decree to which the Purchaser is
subject, except for any filings required after the date hereof under federal or state securities laws.
C. Investment Representations.
(i) The Purchaser is acquiring the Private
Placement Shares and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”)
for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution
thereof.
(ii) The Purchaser is an “accredited
investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced a disqualifying
event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.
(iii) The Purchaser understands that the
Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United
States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance
with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and
the eligibility of the Purchaser to acquire such Securities.
(iv) The Purchaser did not decide to enter
into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under
the Securities Act.
(v) The Purchaser has been furnished with
all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities
which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers
and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has
sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the
acquisition of the Securities.
(vi) The Purchaser understands that no
United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement
of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed
upon or endorsed the merits of the offering of the Securities.
(vii) The Purchaser understands that: (a)
the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered
for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom;
(b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation
to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption
thereunder; and (c) Rule 144 adopted pursuant to the Securities Act will not be available for resale transactions of Securities prior
to a Business Combination and may not be available for resale transactions of Securities after a Business Combination.
(viii) The Purchaser has such knowledge
and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of
companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities
and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period
of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated
future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of
its investments in the Securities.
(ix) The Purchaser understands that the
Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement and be subject to appropriate
“stop transfer restrictions.”
Section 4. Conditions of the Purchaser’s
Obligations.
The obligations of the Purchaser to purchase and
pay for the Private Placement Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
A. Representations and Warranties.
The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of such Closing Date as
though then made.
B. Performance. The Company shall
have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed
or complied with by it on or before such Closing Date.
C. No Injunction. No litigation,
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by
or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters
contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.
D. Warrant Agreement and Registration
Rights Agreement. The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement, in each case on
terms satisfactory to the Purchaser.
Section 5. Conditions of the Company’s
Obligations.
The obligations of the Company to the Purchaser
under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
A. Representations and Warranties.
The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of such Closing Date as
though then made.
B. Performance. The Purchaser
shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be
performed or complied with by the Purchaser on or before such Closing Date.
C. Corporate Consents. The Company
shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the
Warrant Agreement and the issuance and sale of the Private Placement Warrants.
D. No Injunction. No litigation,
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by
or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters
contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.
E. Warrant Agreement . The Company
shall have entered into the Warrant Agreement.
Section 6. Termination.
This Agreement may be terminated by the Company
or the Purchaser at any time after [●], 2021 upon written notice to the other party hereto if the closing of the Public Offering
does not occur prior to such date.
Section 7. Survival of Representations and Warranties.
All of the representations and warranties contained
herein shall survive each Closing Date.
Section 8. Definitions.
Terms used but not otherwise defined in this Agreement
shall have the meaning assigned to such terms in the Registration Statement.
Section 9. Miscellaneous.
A. Successors and Assigns. Except
as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties
hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding
the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser
to affiliates thereof (including, without limitation one or more of its members).
B. Severability. Whenever possible,
each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent
of such prohibition or invalidity, without invalidating the remainder of this Agreement.
C. Counterparts. This Agreement
may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all
such counterparts taken together shall constitute one and the same agreement. Signatures to this Agreement transmitted via facsimile
or e-mail shall be valid and effective to bind the party so signing.
D. Descriptive Headings; Interpretation.
The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement.
The use of the word “including” in this Agreement shall be by way of example rather than by limitation.
E. Governing Law. This Agreement
shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with
the internal laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the laws of another jurisdiction.
F. Amendments. This Agreement
may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement to be effective as of the date first set forth above.
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COMPANY:
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CONCORD Acquisition Corp III
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By:
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Name:
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Title:
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PURCHASER:
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CA2 CO-INVESTMENT LLC
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By:
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Name:
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Title:
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[Signature Page to Private Placement Warrants
Subscription Agreement]
Exhibit 10.10
THIS PROMISSORY NOTE (“NOTE”) AND
THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE AND THE
SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE
THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
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Principal Amount: Up to [5,750,000][1]
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October __, 2021
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Concord Acquisition Corp III, a
Delaware corporation (“Maker”), promises to pay to the order of [Concord Sponsor Group III, LLC / CA2 Co Investment
LLC], a Delaware limited liability company, or its registered assigns or successors in interest (“Payee”),
or order, the principal sum of [Five Million Seven Hundred Fifty Thousand] Dollars ($[5,750,000]), or such lesser amount as shall have
been advanced by Payee to Maker and shall remain unpaid under this Note, in lawful money of the United States of America, on the terms
and conditions described below. All payments on this Note (unless the principal is converted pursuant to Section 5 below) shall
be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may from
time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The
principal balance of this Note shall be payable on the date (the “Maturity Date”) on which Maker consummates its initial
merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses
(the “Business Combination”). The principal balance may not be prepaid, and is only payable upon consummation
by Maker of a Business Combination. Under no circumstances shall any individual, including but not limited to any officer, director, employee
or stockholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.
2. Interest. No
interest shall accrue on the unpaid principal balance of this Note.
3. Drawdown
Requests. Maker and Payee agree that Maker may request [Five Million Dollars ($5,000,000)] to fund the trust account (the “Trust
Account”) established in connection with Maker’s initial public offering (the “IPO”) to a value of
$10.20 per public share sold in the IPO (the “Trust Account Funding Level”), on the date of the consummation of the
IPO, solely for deposit into the Trust Account. The remaining undrawn principal of this Note may be drawn down on each date, if any, of
the consummation of the underwriters’ over-allotment option in connection with the IPO (which may be the date identified in the
first sentence of this Section 3), solely for deposit into the Trust Account to ensure that the Trust Account Funding Level is maintained
at $10.20 per share sold in the IPO, in an amount proportionate to the exercise of such over-allotment option. Once an amount is drawn
down under this Note, it shall not be available for future drawdown. No fees, payments or other amounts shall be due to Payee in connection
with, or as a result of, any payments under this Note.
4. Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under
this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally
to the reduction of the unpaid principal balance of this Note. In the event that a Business Combination is not consummated by Maker
within the time prescribed in Maker’s amended and restated certificate of incorporation, as amended from time to time, the principal
balance hereunder held in the Trust Account, as well as any interest earned thereon, shall be distributed solely to Maker’s public
stockholders upon Maker’s liquidation or dissolution.
[1] To be allocated
between separate Notes issued to Sponsor and CA Co-Investment.
5. Conversion.
(a) Optional
Conversion. On or before the Maturity Date, at the option of Payee, any amounts outstanding under this Note may be converted into
warrants (“Warrants”) at a conversion price of $1.00 per Warrant (the “Warrant Conversion Price”).
Each Warrant will contain terms identical to those of the warrants issued by Maker in a private placement (the “Private Placement”)
simultaneously with the closing of the IPO, entitling the holder thereof to purchase one share of Class A common stock, par value $0.0001,
of Maker (each, a “Share”) at an exercise price of $11.50 per Share as more fully described in the prospectus for the
IPO. Before this Note may be converted under this Section 5(a), Payee shall surrender this Note, duly endorsed, at the office of Maker
and shall state therein the amount of the unpaid principal of this Note to be converted and the name or names in which the certificates
for Warrants are to be issued. The conversion shall be deemed to have been made immediately prior to the close of business on the date
of the surrender of this Note and the person or persons entitled to receive the Warrants upon such conversion shall be treated for all
purposes as the record holder or holders of such Warrants as of such date. For the avoidance of doubt, in the event that all principal
on this Note has been paid in full on or prior to the Maturity Date, then Payee shall not be entitled to convert any portion of this Note
into Warrants. The Warrants and the Shares underlying the Warrants, and any other equity security of Maker issued or issuable with respect
to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation,
consolidation or reorganization (the “Warrant Securities”), shall be entitled to the registration rights set forth
in that certain registration rights agreement between Maker and the parties thereto, dated as of October [●], 2021.
(b) Remaining
Principal. All accrued and unpaid principal of this Note that is not then converted into Warrants shall continue to remain outstanding
and to be subject to the terms and conditions of this Note.
(c) Fractional
Warrants; Effect of Conversion. No fractional warrants shall be issued upon conversion of this Note. In lieu of issuing any fractional
warrants to Payee upon the conversion of this Note, Maker shall pay to Payee an amount in cash equal to the product obtained by multiplying
the Warrant Conversion Price by the fraction of a warrant not issued pursuant to the previous sentence. Upon conversion of this Note in
full and the payment of any amounts specified in this Section 5(c), this Note shall be cancelled and void without further action of Maker
or Payee, and Maker shall be forever released from all its obligations and liabilities under this Note.
6. Events
of Default. The following shall constitute an event of default (“Event of Default”):
(a) Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of
the date specified in Section 1 above.
(b) Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for
the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action
by Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect
of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the
winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive
days.
7. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 6(a) hereof, Payee may, by written notice to Maker, declare this Note
to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall
become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 6(b) or 6(c) hereof, 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.
8. 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 this 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 or personal property
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.
9. 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.
10. Notices. All
notices, statements or other documents which are required or contemplated by this Note shall be in writing and delivered (i) personally
or sent by first class registered or certified mail, overnight courier service to the address designated in writing by such party, (ii)
by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by
such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail
address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to
have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent
by facsimile or electronic mail, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if
sent by mail.
11. Construction. THIS
NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF.
12. 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.
13. Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or
claim of any kind (“Claim”) in or to any distribution of or from the Trust Account in which a portion of the proceeds
of the IPO and the Private Placement were deposited, as described in greater detail in the registration statement and prospectus filed
by Maker with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever; provided however, that upon the consummation
of the Business Combination , Maker shall repay the principal balance of this Note out of the proceeds released to Maker from the Trust
Account.
14. Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of
Maker and Payee.
15. 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; provided,
however, that the foregoing shall not apply to an affiliate of Payee who agrees to be bound to the terms of this Note.
[Signature Page Follows]
IN WITNESS WHEREOF,
Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first
above written.
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CONCORD ACQUISITION CORP III
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By:
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Name:
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Title:
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Exhibit 23.1
Independent
Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration
Statement of Concord Acquisition Corp III (the “Company”) on Amendment No. 3 to Form S-1 (File No. 333-254789) of our report
dated October 15, 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 Concord Acquisition Corp III as of March 1, 2021 and for the period from February
18, 2021 (inception) through March 1, 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
Philadelphia, Pennsylvania
October 15, 2021